BITTREX INTERNATIONAL TERMS OF SALE RELATING TO INITIAL EXCHANGE OFFERING OF VBK COIN BY XENIOS SEZC

BITTREX INTERNATIONAL TERMS OF SALE RELATING TO INITIAL EXCHANGE OFFERING OF VBK COIN BY XENIOS SEZC 

Effective Date: April 2, 2019 

These Terms of Sale (“Terms”) are expressly incorporated into and made a part of the Bittrex International Terms of Service (the “Terms of Service”). These Terms and the Terms of Service shall govern your participation in the Initial Exchange Offering (the “IEO”) of VBK coin (“Coin”), a Virtual Financial Asset (“VFA”) as defined in the Malta Virtual Financial Assets Act, 2018, by Xenios SEZC, a Cayman special economic zone company (“Sponsor”) hosted by Bittrex Malta Ltd. (“Bittrex”) through its “Bittrex International” platform using the website www.international.bittrex.com (the “Site”) and any other services provided by Bittrex relating to the IEO (collectively, the platform, the Site and such services, the “Services”). By clicking on an “I Agree” button or check box presented with these Terms or by participating in the IEO, you agree to be bound by these Terms and the Terms of Service. Capitalized terms used without definition in these Terms have the definitions set forth in the Terms of Service. 

RISK DISCLOSURE: BY PARTICIPATING IN THE IEO AND PURCHASING OR HOLDING COINS YOU ARE VOLUNTARILY CHOOSING TO ENGAGE IN SOPHISTICATED AND RISKY FINANCIAL TRANSACTIONS. YOU ARE FURTHER ACKNOWLEDGING THAT YOU ARE AWARE OF THE MANY RISKS ASSOCIATED WITH THE USE OF THE SERVICES, PARTICIPATING IN THE IEO, PURCHASING OR HOLDING COINS AND WITH ENGAGING IN TRANSACTIONS IN VIRTUAL FINANCIAL ASSETS, INCLUDING BUT NOT LIMITED TO, RISKS OF FINANCIAL LOSS, TECHNOLOGY GLITCHES (INCLUDING BUT NOT LIMITED TO PROBLEMS WITH BLOCKCHAIN TECHNOLOGY AND DISTRIBUTED LEDGER TECHNOLOGY), AND HACKING. BITTREX WORKS HARD TO PROVIDE STATE-OF-THE-ART SYSTEMS AND SECURITY. NONTHELESS, CERTAIN ISSUES AND RISKS ARE UNAVOIDABLE, AND IF SUCH ISSUES OR PROBLEMS ARISE IN CONNECTION WITH YOUR USE OF BITTREX’S SERVICES, INCLUDING RELATING TO PURCHASING COINS IN THE IEO, IT MAY TAKE DAYS, WEEKS, OR MONTHS TO RESOLVE, AND SOME ISSUES MAY NOT BE RESOLVED AT ALL. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT BITTREX IS NOT RESPONSIBLE FOR THE AFOREMENTIONED RISKS, AND YOU VOLUNTARILY ASSUME AND ACCEPT SUCH RISKS IN DECIDING TO PARTICIPATE IN THE IEO OR TO PURCHASE COINS USING THE BITTREX INTERNATIONAL PLATFORM.  

YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE ARBITRATION CLAUSE IN SECTION 18 OF THE TERMS OF SERVICE AS REFERENCED IN SECTION 7 OF THESE TERMS GOVERNS RESOLUTION OF CERTAIN DISPUTES AND WAIVES ANY RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 

1. MODIFICATION OF TERMS

Bittrex may modify these Terms at any time, in its sole discretion by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the “Effective Date” at the top of these Terms. It is important that you review the Terms, if and whenever they are modified, since by clicking on an “I Agree” button or checkbox presented with the modified Terms, or by continuing to access or use of the Services to participate in the IEO or purchase Coins, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, or otherwise do not agree to be bound by the modified Terms you must stop using the Services and you may not participate in the IEO. Bittrex encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to the IEO. If you have any question regarding the IEO or the use of the Site or Services, please contact our Support Team by filing a support request at https://support.bittrex.com. 

2. ELIGIBILITY

2.1. General Requirements 

Only holders of Bittrex International accounts who are 18 or older and who satisfy the criteria described in these Terms may participate in the IEO. You represent and warrant that you: (a) are not located in, or a citizen or resident of the United States, (b) are of legal age to form a binding contract and have not been prohibited by any court to enter into any agreements; (c) have not previously been suspended or removed from using our Services; (d) are not identified as a “Specially Designated National” by the Office of Foreign Assets Control or otherwise listed on a Sanctions List in any jurisdiction; (e) are not placed on the U.S. Commerce Department’s Denied Persons List; and (f) have full power and authority to agree to these Terms. 

2.2. Restricted Locations 

You may not participate in the IEO if you are located in, or a citizen or resident of the United States. You may not participate in the IEO if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction that is embargoed by the United States, or if you are on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, or if you are restricted or prohibited from engaging in any type of trading by the European Union, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, Office of Foreign Asset Control or any other administrative law enforcement agencies. You may not participate in the IEO if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where your participation in the IEO would be illegal or otherwise violate any applicable law. You represent and warrant that you are not a citizen or resident of any such jurisdiction, that you will not participate in the IEO while located in any such jurisdiction, and that you are not on any trade or economic sanctions list. You also may not participate in the IEO if you are located in, or a citizen or resident of, any other jurisdiction where Bittrex has determined, at its discretion, to prohibit participation in the IEO. Bittrex may implement controls to restrict participation in the IEO from any jurisdiction prohibited pursuant to this Section 2.2. You agree that you will comply with this Section 2.2, even if Bittrex’s methods to prevent participation in the IEO are not effective or can be bypassed. 

3. COIN PURCHASES

3.1. IEO Duration 

The IEO is expected to remain open until the earlier to occur of: (1) the time when the entire allocation of 70,000,000 Coins are sold or (2) at the Sponsor’s option, up to three (3) days after the start of the IEO. 

3.2. Coin Price 

During the IEO, the price per Coin will be denominated in BTC. If you purchase Coins during the IEO, you will receive Coins in exchange for BTC at a rate that will be set on the launch of the IEO and shown via the Services. 

3.3. Account Funding 

In order to purchase Coins in the IEO you must first transfer Bitcoin (“BTC”) to your Bittrex Account or convert other coins or tokens in your Bittrex Account to BTC such that you hold BTC in your Bittrex Account. 

3.4. Orders; Purchases 

A “Purchase” is a transaction between you and the Sponsor whereby you dispose of BTC and acquire Coins. An “Order” is created when you enter an instruction to effect a Purchase during the IEO using the Services. When you enter an Order you are irrevocably agreeing to Purchase the number of Coins or the amount of BTC specified in your Order, as applicable in accordance with such Order. You agree to pay Bittrex any applicable fees for Purchases and authorize Bittrex to deduct any such fees from your Hosted Wallet. 

3.5. No Broker or Fiduciary Relationship 

Bittrex is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any Orders or Purchases or other decisions or activities effected by you using the Services or relating to the IEO. No communication or information provided to you by Bittrex is intended as, or shall be considered or construed as, advice. Please refer to Section 4 for a non-exhaustive list of the risks you should consider when choosing whether to participate in the IEO or to use the Services. 

3.6. Order Confirmation 

Before an Order is placed, the Services will generate and display a confirmation dialogue box summarizing the details of the proposed Purchase, including amount of BTC you are seeking to dispose of, amount of Coins that you are willing to accept in exchange for the BTC, Bittrex’s estimated fees if the entire Order were to be executed, and the total number of BTC that would be transferred out of your Hosted Wallet if the entire Order were to be executed. Your Order will be placed upon confirmation of the Order summary via the Services. Notwithstanding the foregoing, you agree that the failure of the Services to provide such Order summary or confirmation shall not prejudice or invalidate any Order submitted by you or any Purchase completed based on such Order. 

3.7. Minimum Orders; Maximum Purchase 

The minimum Order size is 100 Coins. The maximum amount of Coins that may be purchased during the IEO is 200,000 Coins. In the event that you attempt to place an Order for less than the minimum Order size, Bittrex will reject the Order and not allow it to be placed. In the event that you attempt to place an Order or multiple Orders aggregating to more than the maximum amount of Coins that may be purchased during the IEO, Bittrex will limit your Order(s) to the maximum amount of Coins that may be purchased during the IEO. 

3.8. Delivery of Coins; Trading Market 

The purchased Coins will remain under the custody of the Sponsor and/or Bittrex until the coin delivery date, which is anticipated to occur on April 5, 2019 (the “Coin Delivery”). 

No withdrawals, deposits or trading of any Coins purchased in the IEO will be permitted using the Services until the date of the Coin Delivery by the Sponsor. No Trades in the Coin will be permitted using the Services until such time as Bittrex opens one or more markets for the Coin, which is anticipated to occur on April 5, 2019. During the time between your Purchase of Coins and the Coin Delivery by the Sponsor, you will not be able to transfer, withdraw or Trade your Coins using the Services. Bittrex may limit, restrict or prohibit withdrawals or deposits of Coins after the Coin Delivery in order to permit an orderly trading market for the Coin to develop, and you will not be able to transfer or withdraw some or all of your Coins during such period. Bittrex will not be liable for any losses suffered by you resulting from your inability to transfer, withdraw or Trade Coins during such period, or for any other losses during such period. You acknowledge that Coin valuations and exchange rates after the Coin Delivery by the Sponsor, or during any period in which deposits and withdrawals or limited, restricted or prohibited, may differ significantly from the valuations and rates prior to such event.

3.9. Cancellations 

All Orders placed for the Purchase of Coins during the IEO are final. You may not cancel any Order after you have submitted such Order. 

3.10. Insufficient BTC 

If you have an insufficient amount of BTC in your Hosted Wallet to fulfill an Order, Bittrex will limit your Order to the amount of Coins that can be covered by the BTC in your Hosted Wallet (after deducting any fees payable to Bittrex in connection with the Trade). 

3.11. Conditions and Restrictions 

Bittrex may, at any time and in its sole discretion, refuse any Purchase request, Order or other request relating to the IEO, impose limits on the amounts of Purchases that can be completed, on a daily or other periodic basis or otherwise, or impose any other conditions or restrictions upon your participation in the IEO or your use of the Services, without prior notice. For example, Bittrex may: (a) limit the number of Orders that you can place during the IEO; (b) restrict transaction requests from certain locations; or (c) restrict transactions if there is a reasonable suspicion of fraud, diminished capacity, inappropriate activity, including but not limited to market abuse, or if Bittrex receives reasonable notice that your ownership of some or all of the BTC in your Bittrex Account is in dispute. 

4. DISCLAIMER; RISK DISCLOSURES; ASSUMPTION OF RISKS; RELEASE OF BITTREX

4.1. Disclaimer 

To the fullest extent permitted by applicable law and except as otherwise specified in writing by Bittrex, Coins are made available by Bittrex via the Services during the IEO on an “as is” and “as available” basis, without any warranties or representations of any kind, and Bittrex expressly disclaims all warranties and representations relating to the Coin (whether express or implied), including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. 

Bill Shihara, CEO of Bittrex, serves as an advisor to the VeriBlock coin project. As a result, Bittrex holds a customary minority equity position in an affiliate of the Sponsor, and will indirectly benefit from the successful completion of the IEO. 

4.2. Risk Disclosures; Assumptions of Risks; Release of Bittrex 

Participating in the IEO, purchasing Coins and using any Services provided by Bittrex involve significant risks and potential for financial losses, including without limitation the following: 

  • The features, functions, characteristics, operation, use and other properties of the Coin (“Coin Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in the Coin may be complex, technical or difficult to understand or evaluate. 
  • The Coin and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Coin or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology. 
  • The Coin, Coin Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of a Coin or blockchain. 
  • The Coin may be cancelled, lost or double spent, or otherwise lose all or most of their value, due to forks, rollbacks, Attacks, changes to Coin Properties or failure of the Coin to operate as intended. 
  • Bittrex may not support, or may suspend or cease to support, the transfer, storage or trading of the Coin at any time at Bittrex’s discretion. Other exchanges and service providers may not support the Coin or may suspend or cease to support the Coin. 
  • Bittrex may suspend or reject your transaction requests, suspend or cease support for the Coin, or suspend or terminate your access to the Services to comply with applicable laws or regulations or an order from law enforcement or other governmental authority, for other reasons as specified in these Terms, the Terms of Service or otherwise at Bittrex’s discretion. 
  • You may be unable to withdraw Coins prior to the Coin Delivery by the Sponsor. You may be unable to withdraw Coins prior to Bittrex ceasing to support transfer of any such Coins, resulting in the loss of any such Coins remaining in your Bittrex Account. 
  • The Coin may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Coin Properties or perceived value of Coin Properties, Attacks, suspension or cessation of support for a Coin by Bittrex or other exchanges or service providers, and other factors, including, without limitation, factors outside the control of Bittrex. 
  • The Coin may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of Coins is unsettled and rapidly evolving. 
  • You may be prevented from sending a transaction request, or your transaction request or email may not be received by Bittrex or the Services, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues). 
  • Your transaction request or email to Bittrex or the Services may be lost, intercepted or altered during transmission. 
  • Unauthorized third parties may access or use your Bittrex Account and effect transactions without your knowledge or authorization, whether by obtaining the password to your Bittrex Account, obtaining control over another device or account used by you in connection with any enhanced security measures enabled for your account, or by other methods. 

The risks described in this Section 4 may result in loss of Coins, decrease in or loss of all value for Coins, inability to access or transfer Coins, inability to trade Coins, inability to receive financial benefits available to other Coin holders, and other financial losses to you. You hereby assume, and agree that Bittrex will have no responsibility or liability for, any such risks. You hereby irrevocably waive, release and discharge any and all claims, whether known or unknown to you, against Bittrex, its Affiliates and their respective shareholders, members, directors, officers, employees, agents and representatives related to any of the risks set forth herein.  

You represent and warrant that you have: (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of the Coin if you decide to participate in the IEO; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of the Coin and the IEO. You accept the risk of purchasing Coins by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the Coin, the IEO and the Services. You should not acquire any Coins unless you have sufficient financial resources and can afford to lose all value of the Coins. 

Bittrex’s support of the IEO or any decision of Bittrex to support the transfer, storage or trading of the Coin through the Services does not indicate Bittrex’s approval or disapproval of the Coin or the integrity, security or operation of the Coin or its Underlying Technology. The risks associated with the Coin and trading the Coin apply notwithstanding Bittrex’s decision to support IEO or to support the Coin. Bittrex does not provide trading advice, does not have any fiduciary duty to you or any other user and does not make any warranty about the suitability of the Coin for purchase, trading or ownership by you. 

4.3. Representations and Warranties 

You hereby represent and warrant to Bittrex that: 

  • you have read and understood these Terms and the Terms of Service; 
  • you are 18 years or older, have the necessary authority, capacity and consent to accept these Terms and the Terms of Service and to enter into a binding agreement with Bittrex; 
  • the acceptance of these Terms and the Terms of Service shall not result in any breach of, be in conflict with, or constitute a material default under: (i) any provision of the your constitutional or organizational documents (in the case of a corporate entity including, without limitation, any company or partnership); (ii) any provision of any judgment, decree or order imposed on you by any court or governmental or regulatory authority; and/or (iii) any material agreement, obligation, duty or commitment to which you are a party or by which you are bound; 
  • you have sufficient understanding of the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic Coins, token storage facilities (including digital token wallets), blockchain technology and blockchain-based software systems; 
  • you have obtained sufficient information about the potential future use and functionality of the Token to make an informed decision to participate in the IEO pursuant to these Terms and the Terms of Service; 
  • you understand that the Coins do not confer any rights of any kind with respect to Bittrex and/or the Sponsor, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property rights), or other financial or legal rights; 
  • you are eligible to participate in the IEO as set forth in these Terms and the Terms of Service; 
  • You are not participating in the IEO for any investment, speculative or other financial purposes; 
  • Any BTC transferred by you for the purchase of Coins is not derived from or related to any unlawful activities, including but not limited to, money laundering or terrorist financing activities, and further undertake to provide any and all necessary documentation to support the source thereof, if and when required by Bittrex; 
  • you shall not use any Coins to finance, engage in, or otherwise support any unlawful activities; 
  • placing an Order, Purchasing Coins and receiving Coins pursuant to these Terms and the Terms of Service is not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject and any such Order or Purchase shall be made in full compliance with applicable laws (including, but not limited to, in compliance with any tax obligations to which you may be subject in any relevant jurisdiction); 
  • you are not a citizen of or resident or domiciled in any jurisdiction in which your participation in the IEO is prohibited, nor are you an entity (including, but not limited to, any company or partnership) incorporated, established or registered in or under the laws of any such jurisdiction, nor are you making a contribution for the purchase of Coins for or on behalf of any such person or entity; 
  • you are not the subject of any sanctions administered or enforced by any country, jurisdiction, state, government or international authority nor are you resident or established (in the case of a corporate entity) in a country or territory that is the subject of a country-wide or territory-wide sanction imposed by any country or government or international authority; 
  • you will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale or transfer of any Coins; 
  • you understand and accept the risks of participating in coin sales relating to early stage blockchain start-up businesses and acknowledge that these risks are substantial; 
  • you understand that Coins are solely rights to access and use services and products provided by the Sponsor, and do not have any attribute that provides the holder with equity, creditor or similar rights. Coins should not be considered investments of any type, including but not limited to, any form of currency or security, and you should not expect profits of any type from acquiring Coins nor acquire Coins for any type of investment purposes; and 
  • all of the above representations and warranties are true, complete, accurate and non-misleading from the time of your acceptance of these Terms and your participation in the IEO. 

5. FEES

You agree to pay Bittrex the fees described in the Fee Schedule in connection with your Purchase of any Coins during the IEO. You authorize Bittrex to remove BTC or other tokens from your Hosted Wallet for any applicable fees owed by you under these Terms. 

6. CHANGES; SUSPENSION; TERMINATION

6.1. Changes to IEO 

Bittrex may, at its discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, the IEO or all or any portion of any Services provided in connection with the IEO or otherwise. 

6.2. Suspension or Termination  

Bittrex may, at its discretion and without liability to you, with or without prior notice and at any time, temporarily suspend or permanently terminate your access to all or a portion of any Services in connection with the IEO or otherwise. 

6.3. No Liability 

Bittrex will not be liable for any losses suffered by you resulting from any modification of any Services, in connection with the IEO or otherwise, or from any suspension or termination of your access to all or a portion of any Services, in connection with the IEO or otherwise (whether pursuant to this Section 6 or for any other reason). You acknowledge that you may not be able to Purchase any Coins, or as many Coins as you would otherwise have Purchased, in the IEO as a result of any such modification, suspension or termination. If and when Services resume, you acknowledge that Coin valuations and exchange rates may differ significantly from the valuations and rates prior to such event. 

7. GOVERNING LAW; ARBITRATION

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the IEO, will be governed by and construed and enforced in accordance with the laws of the Republic of Malta, without regard to conflict of law rules or principles (whether of Malta or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Pursuant to and in accordance with Section 18 of the Terms of Service, all disputes, controversies or claims arising out of or relating to these Terms or the IEO will be resolved through confidential binding arbitration. Such confidential binding arbitration shall be held in Malta in the English language in accordance with Part IV (Domestic Arbitration) of the Malta Arbitration Act, 1996 and the Arbitration Rules of the Malta Arbitration Centre (“MAC”) as at present in force, which are available on the MAC website and hereby incorporated by reference. You acknowledge and agree that you have read and understand the rules of MAC or waived your opportunity to read the rules of MAC and any claim that the rules of MAC are unfair or should not apply for any reason. 

8. Entire Agreement; Order of Precedence

These Terms and the Terms of Service contain the entire agreement between you and Bittrex, and supersede all prior and contemporaneous understandings between the parties regarding the IEO. In the event of any conflict between these Terms and the Terms of Service, these Terms will control. In the event of any conflict between these Terms and any other agreement you may have with Bittrex, these Terms shall prevail, unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms. 

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