Genius X Terms and Conditions

VERSION 1.0 – November 2022

Scope

These terms and conditions ("Terms") apply to the access and use of the Geniux X website ("Website"), available on https://www.genius-x.co/, token sales platform and other related services (together referred to as "Services"), provided by GYELD GmbH, Bösch 73, 6331 Hünenberg, Switzerland ("GYELD").
To access and use the Services, you ("User") must agree to and abide by these Terms. These Terms incorporate by reference GYELD's Privacy Policy available at: https://genius-x.gitbook.io/genius-x-whitepaper-v.-0.1/privacy-policy/privacy-policy-of-genius-x, and constitute a legally binding agreement ("Agreement") between GYELD and the User (each separately "Party" and together "Parties").
The Website serves for information purposes as well as for registering for the Genius X accelerator program. Neither the Genius X accelerator nor the application and participation in the Genius X accelerator are governed by these Terms. Unless explicitly stated otherwise on the Website, any reference to goods and services of GYELD is for informational purposes only and does not constitute an offer to buy or sell any goods or services.
GYELD reserves the right to change these Terms, the Services, or any content from time to time at its own discretion. The User should review the Terms on a regular basis. The User's continued use of the Services following any amendments indicates acceptance of the changes to the Terms.
If the User does not agree to these Terms or any changes to the Terms, the User may not visit the Website and access or use the Services.

Registration and Access to the Services

The Services will be accessible to the User in their then-current version and according to the Terms. To gain full access to the Services, the User is required to register an account. An overview of provided Services, pricing list, commission fees, and specific instructions on how to use the Services can be found once the User registers for the Services.
In order to register the User must:
  • Be at least 18 years old, if a natural person
  • Not be located or have a seat or residence in the following countries: Afghanistan, Albania, Australia, Barbados, Belarus, Bosnia and Herzegovina, Burkina Faso, Burundi, Cambodia, Canada, Cayman Islands, Central African Republic, Comoros, Congo, Republic of, Congo, Democratic Rep., Cuba, Democratic People’s Republic of Korea (DPRK), Equatorial Guinea, Eritrea, Guinea, Guinea Bissau, Haiti, Iran, Iraq, Jamaica, Japan, Jordan, Libya, Mali, Morocco, Myanmar, Nicaragua, Pakistan, Panama, Philippines, Puerto Rico, Russia, Senegal, Somalia, Sudan, Republic of South, Sudan, Syria, Tunisia, Turkey, Uganda, Ukraine, United States of America, Yemen, Zimbabwe ("Banned Countries")
  • Connect their Cardano wallet
  • Provide all information necessary to conduct Know Your Customer and Anti-Money Laundering checks ("KYC").
The User is granted access to the Services only after the verification procedure is successfully conducted. GYELD may reject to register a User if they do not meet the minimum age limit, deny to undergo the KYC or does not provide the necessary information, or if the User has its seat or residence or is accessing the Services from one of the Banned Countries.
All information provided by the User must be complete, accurate and truthful at all times. If any of the User's information changes, the User must update such information immediately. GYELD may, from time to time, ask the User to confirm the accuracy of their provided information and request additional supporting documents.

Token Sales

After being registered, the User will get an access to the GYELD's token sales platform, may browse the available projects, and buy utility tokens ("Token") offered within those projects ("Token Sales"). Specific conditions of Token Sales, available Tokens, and their further description are listed in the round details. Token Sales are subject to commission fees.
In order to buy a Token, the User must pick an active round of Token Sales and place an order. All User's Token Sales orders are visible in the User's portfolio. The order gets filled only once the Token sale round ends and a second KYC check is performed. Unless explicitly stated in the round details otherwise, all rounds are time-limited and are closed regardless of whether 100% of the funds have been raised. In case the round is oversubscribed, the User's order will get partially filled proportionally to how big the User's initial order was in comparison to the other orders.
The purchase and Token distribution are handled by a smart contract, and GYELD does not have the power of disposal over the collected funds. Once the round is closed and if other requirements are met, GYELD will unlock the funds no longer than 60 days after the closing of the respective round. By the blockchain, the User is guaranteed to buy the project Token at the price defined by the round or in case of a canceled order to get his money back. Once all orders are filled, the tokens are distributed to the User’s wallet.
Token Sales are non-custodial, which means that the User has exclusive control of stored assets and also bears exclusive responsibility for those assets. The User acknowledges and agrees that there is no claim for a refund of the amount paid for the Token from GYELD, and any refund is made by GYELD in its sole discretion.

Fees and Payment

The User's access to or use of the Services may be subject to payment of the fees as indicated for the respective service. The fees are, except where prohibited by law, non-cancellable and non-refundable. The commission fee payable in connection with the Token Sales may vary based on the specific project and amount of Tokens purchased by the User and will be clearly communicated to the User at the time of purchase.
If not agreed upon between the Parties or indicated on the Services otherwise, all fees are payable within 30 days from the purchase date.
GYELD may change the fees at any time at its sole discretion. Such changes will be effective from the date of publication.

Rights & Obligations of the User

The User agrees to use the Services in compliance with the Terms and legal and moral obligations applicable in the territory where they are located.
The User is personally responsible for its use of the Services and for entering and maintaining any data and information in the course of the use of the Services.
The User is obliged to check their data and information for viruses or other harmful components before entering it and to use state-of-the-art virus protection programs for this purpose.
The User must protect any account credentials and may not share them with any third person. The User must immediately inform GYELD of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Services or User's credential.
In addition to other restrictions set forth in these Terms, the User is expressly restricted from the following:
  • Modifying, copying, distributing, reproducing, or using in any other way any information or other content, text, graphics, images, or software obtained from the Services for commercial or public purposes, without GYELD's prior written permission
  • Engaging in any data mining or any other similar activity in relation to the Services
  • Accessing the Services via any automated system or taking any action that may impose an unreasonable load on our infrastructure
  • Bypassing the measures that GYELD may use to prevent or restrict access to or use of the Services, including by hacking into secured areas of the Services, circumventing any geo-blocking mechanisms, or otherwise
  • Attempting to reverse engineer any part of the Services, derive the source code, or create any derivative works or materials of any kind using the content provided via the Services
  • Exploiting the Services to access unauthorised information.
The User bears the sole responsibility to determine if its purchase of the Tokens, the potential appreciation or depreciation in the price of Tokens over time, the sale and purchase of Tokens, or any other action or transaction related to the Tokens has tax implications for the User.

User's Representations & Warranties

The User represents and warrants as of the date of the Agreement that:
  • The User is in full compliance with the eligibility criteria set out in these Terms or on the Website
  • The User purchases and holds the Tokens in its own account and is not acting on behalf of any third party as agent, nominee or in any other capacity
  • The User is the sole beneficial owner of the Cardano wallet as well as the funds used to pay for the Token
  • The User has carefully read, reviewed and fully understood these Terms including all referenced documents and is not relying up on any representation, warranty, confirmations, promises or agreements except as set out in these Terms
  • The User understands the inherent risks with any type blockchain-based project and recognizes that a contribution to the project involves substantial risk and can lead to the complete loss of the contribution amount
  • The User has not taken any action nor will it take any action in any country or jurisdiction that would constitute a public offering of any Tokens or require the registration of any other offering material, nor will it distribute any other offering material in any country or jurisdiction where action for that purpose is required
  • The User itself, nor any affiliates nor any person acting on its behalf (1) has offered or sold, or will offer or sell, indirectly or directly, any Tokens to any US citizen (whether or not he/she lives in the United States of America), to any US person pursuant the Section 902(k)(1) of the Securities Act of 19 33 (i.e., any natural person resident in the United States of America, any partnership or corporation organized or incorporated under the laws of the United States of America, any estate of which any executor or administrator is a US person, any trust of which any trustee is a US person, any agency or branch of a foreign entity located in the United States of America, any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US person, any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States of America, any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a US person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of the Securities Act) who are not natural persons, estates or trusts nor to any persons acting on a non-discretionary basis for US person or US citizen, in each case in a manner that would require any such Tokens to be registered under the Securities Act, (2) has engaged or will engage in any directed selling efforts (as that term is defined in Regulation S) with respect to any Tokens, or (3) has engaged or will engage in any form of general solicitation or general advertising (as that term is used in Rule 502(c) under the Securities Act) in connection with any offer or sale of any Tokens or in any manner involving a public offering in the United States of America
  • The User is not subject and is not a resident of a jurisdiction that is subject to economic sanctions or trade embargoes imposed by (1) Switzerland, (2) the United Nations Security Council, (3) the European Union or any member state of the European Union, (4) U.S. authorities, in particular OFAC and the U.S. Department of State, (5) the country of residence of the Investor, or (6) other economic sanctions or trade embargos issued by another authority having jurisdiction over the User or their assets
  • The User has had the opportunity to be advised by legal professionals or attorneys in relation to these Terms and confirms that to have fully understood the legal implications of all the clauses contained in these Terms.

Rights & Obligations of GYELD

GYELD uses reasonable care and skill in the performance of the Services and in keeping the Services free from viruses and other malicious software programs.
GYELD reserves the following rights:
  • Right to engage subcontractors or third-party service providers for delivering parts of the Services
  • Right to immediately stop providing Services and cancel the Agreement in the case of breach of the Agreement, illegal use of the Services, or in case the applicable fees have not been paid or the User asked promptly for a chargeback.

Term & Termination

The Agreement between the Parties remains in full force and effect for the duration of the Services or until terminated by one of the Parties.
Either Party may terminate the Agreement at any time. Termination does not affect any rights, obligations, or liabilities of either Party that have accrued before or are intended to stay effective beyond the termination, including the obligation to pay any outstanding fees for Services delivered up to the date of effective termination.

Intellectual Property

GYELD retains all rights, titles, and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights ("Intelectual Property Rights") of the Services or any part of it. The use of the Services does not transfer any ownership of Intellectual Property Rights between the Parties.
Where applicable and only to the extent necessary, each Party grants the other Party a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to the Intellectual Property Rights required to fulfil the Agreement

No Warranty and No Liability

The Services, together with all content, data, information and materials contained therein, are provided 'as is' and 'as available', without warranties or representations of any kind. GYELD regularly carries out maintenance or improvements to the Services, and its infrastructure, but does not guarantee that the Services will function without any interruption or disruption.
The User acknowledges that this may result in temporary delays and interruptions from time to time.
The User further acknowledges and agrees that GYELD is not representing or warranting any particular feature of the tokens and the successful development of the projects, and GYELD will not be held liable for any incompatibility of the information published on the Services with the specific objectives that the User is hoping to achieve or any damages arising from it. Neither the Services, nor any information or data contained therein constitute financial, investment, tax, legal, accounting, or other advice.
The User herewith waives any and all claims related to misrepresentations or breaches of warranties it may have under the applicable law.
The Services may contain statements that constitute "forward looking statements". GYELD is under no obligation to update or alter its forward-looking statements whether as a result of new information, future events, or otherwise, and makes no warranty regarding the accuracy of such statements.
To the extent permitted by applicable law, the liability of GYELD or its affiliates, or any of its directors, employees, contractors, service providers, or agents is be limited to willful misconduct, gross negligence and personal injury. Any further liability of the GYELD under any title is explicitly excluded.
Users agree to fully indemnify GYELD from and against any and/or all liabilities, costs, demands, causes of action, damages and expenses arising in any way related to user's breach of any of the provisions of these Terms.

Data Protection

GYELD collects and processes personal data as described in its Privacy Policy. GYELD protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union.
The User authorizes GYELD to use, process, and store relevant data for the performance of the Agreement and to use anonymized data to improve its Services or for analysis purposes.

Miscellaneous

Notices: Notices must be given in a text form and need to be communicated:
  • To Genius Yield's attention: via email to: [email protected], or as a registered letter to: GYELD GmbH, Bösch 73, 6331 Hünenberg, Switzerland
  • To User's attention: by publishing on the Website.
No Assignment: The User may not assign any of its rights, obligations, or claims under the Agreement without the previous consent of GYELD.
Severability: If any provision of these Terms (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Conflict with additional Terms: Certain web pages or parts of the Services may be governed by specific terms. In case of a conflict between these Terms and any specific terms, the specific terms prevail.
Links: The Services may contain third-party content or links to third-party websites. GYELD does not assume any responsibility for and does not make any warranties or representations as to, any third-party content or websites, including but not limited to, the accuracy, subject matter, quality, or timeliness.
Governing Law & Jurisdiction: These Terms are governed by and construed in accordance with the substantive laws of Switzerland under the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG), and subject to the jurisdiction of the courts of Zug, Switzerland