Updated on March 1, 2018
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The purpose of this statement is to share information about GLX, Inc., GLX IP, LLC, The GLX Foundation, the GLXToken, and any associated entities, (collectively herein the Company, or “GLX”). GLX is the world’s only Capital Market Directory and Social Finance GLX Network engaged in developing a Global Online Investment Community.
The GLXToken (“GLXT” or plural “GLXTs” or “Tokens”) is a new series of ERC20 based smart contract digital tokens, built on the Ethereum blockchain, which functions as the exclusive payment protocol for the GLX Ecosystem to incentivize key actions and needs within the platform. This statement also discusses the Terms, Conditions, Procedures and Warnings governing the (“Token Participation Event”) of the GLXTs, which has sometimes been referred to as an ICO, and we like to regard as the Initial Community Offering among the participants of our Cooperative GLX Network of members. Together, we are building a decentralized, interactive and autonomous Global Online Investment Community.
PLEASE READ THESE TERMS OF PARTICIPATION AND TOKEN PURCHASE CONDITIONS HEREIN CAREFULLY. NOTE THAT SECTIONS OF THESE TERMS AND CONDITIONS CONTAIN CLAUSES REQUIRING BINDING ARBITRATION AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE TOKENS.
Your purchase of GLXTs during the token sale period (“Sale Period”) from GLX is subject to the Terms, Conditions, Procedures and Warnings herein as well as the GLX Terms of Service, (collectively the “Terms”). Each of you and the Company is a “Party,” and together the “Parties.”
By purchasing Tokens from the Company during the Sale Period, all parties who will hold GLXTokens will be bound by these Terms and all terms incorporated by reference. If a participant in any presale opportunity, said party likewise agrees to be bound by these complete Terms and Conditions which appertain to all GLXTs. If one has any questions regarding GLX, the Company, the Access and Services, GLXTokens, the Token Participation Event, the Token Sale Terms, or the Terms of Service please visit “GLX.com and GLXToken.com and view our Whitepaper and contact us at [email protected], otherwise we will assume you fully understand and agree to be bound by these policies and covenants.
YOU AND GLX AGREE AS FOLLOWS:
The purpose of the Tokens is to facilitate the GLX Network protocol being created and released by the Company and its affiliates, and organically evolving by the involvement of its members, developers and participants, who give it shape and content, as the function of the Tokens allows members to access, transfer and share data in a decentralized manner (the “Website”, the “GLX Network”, the “GLX Platform”, the “GLX Ecosystem”) utilizing blockchain technology and related smart contract services (collectively, the “Access and Services”). These Access and Services and software applications are designed to complement certain commercial, charitable and social objectives aimed to promote financial market sharing of data and ideas, through education and communication among the many potential members, ultimately fostering a purposely cooperative community of participants who desire improved access to global financial market information and communications.
Specifically, GLXTokens are intended to facilitate the provision of Access and Services from GLX through the Company’s software applications, which serves as a user interface and development platform to allow members to share data and to engage with each other in social and commercial interaction on the GLX Network.
The GLXT is not a security; it is a protocol token, so the profitability of the GLX business model has no direct link to the value of the GLXToken. The demand for GLXTs may increase as the number of participants using the platform increases. This may indirectly cause token holders to place a higher value on their GLXTokens based on supply and demand and the requirement to own some, in order to transact on the platform. For important additional details regarding regarding GLX, the Company, the Access and Services, GLXTokens, the Token Participation Event, the Token Sale Terms, or the Terms of Service please visit “GLX.com and GLXToken.com and view our Whitepaper and contact us at [email protected]
THIS IS NOT A SOLICITATION FOR INVESTMENT AND IS IN NO WAY INTENDED AS AN OFFERING OF SECURITIES IN ANY JURISDICTION.
This document does not constitute an offer or solicitation to sell shares or securities in GLX, the GLX Platform, or any related or associated company. Any such offer or solicitation would only be made in accordance with applicable securities and other laws. None of the information or analyses presented herein is intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this statement does not constitute investment advice or counsel or solicitation for investment in any security of any kind. This statement 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, nor should it or any part of it form the basis of or be relied on in any connection with, any contract or commitment whatsoever. GLX expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this statement, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting therefrom.
The GLXT is a cryptographic token used as a payment protocol on the GLX Platform. GLXTs are not a cryptocurrency. At the time of this writing, (i) with the exception of being used to pay the monthly membership fee, GLXTs cannot be exchanged for many goods or services, (ii) GLXTs have no known uses outside of the GLX Platform, and (iii) GLXTs are not traded on any exchange.
GLXTs are not an investment. There is no guarantee, and there is no reason to believe, that the GLXTs you purchase will increase in value. There is a possibility that at some point in time GLXTs may decrease in value.
GLXTs are not evidence of ownership or right to control. Owning or controlling GLXTs does not grant its owner / controller ownership, equity or debt of any kind in GLX, Inc., or in the GLX Platform. GLXTs do not grant any right to participate in the control, direction or decision making of GLX, Inc., or its affiliates.
In order to fund software development, promotion, marketing, legal compliance, procedures, and to further build the ecosystem which is becoming the community of members participating in the GLX Network, the Company initiates this crowdfunding campaign to offer the GLXT software tokens for sale to members, charitable donors, contractors, developers, and others interested in promoting the Access and Services offered on the GLX Network, software applications and the GLX Network itself which is being built, in part, on the decentralized Ethereum Blockchain or other Blockchain’s as necessary.
Since GLXTokens are designed only for particular uses with respect to the GLX Ecosystem, it is not necessarily merchantable and does not necessarily have any other use or value outside of its utility on the GLX Network. Accordingly, the Company views GLXTokens as a kind of consumable virtual fuel to function as a medium of exchange supplying a GLX Network measure and transfer of value tool in digital format functioning as the native payment protocol among participants within the GLX Ecosystem. These Tokens are offered without any specific outlook or expectation on its merchantability in other contexts or future market price.
Non-Financial Nature of GLXTokens. Being merely the value transfer mechanism and tool or fuel for running the GLX Ecosystem, by nature, GLX is NOT and shall in NO case be understood, deemed, interpreted or construed as:
The Securities Act of 1933 sec. 2 (a) defines “security” as: “any note, stock, treasury stock, security feature, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate of subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.” The GLXT is not a security of any kind. As explained, the GLXT is a digital token which functions as the exclusive payment protocol for the GLX Ecosystem and does not confer debt or equity in GLX.
Since Purchase of GLXTokens during this Token Sale is made on a purely voluntary basis, it should be understood that purchase, holding or use of any GLXTokens is not risk-free. See our “Acknowledgment and Assumption of Risks” by CLICKING HERE for details.
Representations and Warranties. To participate in the Token Participation Event, each Participant shall represent and warrant that:
(i) legal capacity and any other threshold requirements in your jurisdiction for purchasing the Tokens, using the Tokens in the GLX Network, and entering into contracts with us,
(ii) any foreign exchange or regulatory restrictions applicable to such purchase, and
(iii) any governmental or other consents that may need to be obtained;
(i) a citizen or resident of a geographic area in which access to or use of the Access and Services is prohibited by applicable law, decree, regulation, treaty, or administrative act,
(ii) a citizen or resident of, or located in, a geographic area that is subject to any jurisdiction where such participation is prohibited by law or other sovereign country sanctions or embargoes, or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Access and Services. If you are registering to use the Access and Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf.
All the above Representations and Warranties made by a Participant shall be true, complete, accurate and non-misleading on and from the date of that Participant making a payment hereunder throughout the Token Participation Event and onwards. The Company reserves the right to reject and invalidate the payment by, and withhold the relevant GLXToken from, any Participant who has made a false representation in the sole judgment of the Company.
We do not operate or maintain all aspects of the GLX Network, and as such, we have no responsibility or liability for the GLX Network or any ability to control third parties’ and / or members use of the GLX Network.
Ownership of GLXTokens carries no rights, express or implied, other than the right to use Tokens as a means to enable usage of and interaction with the GLX Network, if successfully completed and deployed. In particular, you understand and accept that GLXTokens do not represent or confer any ownership right or stake, share or security or equivalent rights, or any right to receive future revenue shares, intellectual property rights or any other form of participation in or relating to the GLX Network and / or Company and its affiliates, other than rights relating to the provision and receipt of access and Access and Services in the GLX Network, subject to limitations and conditions in the Terms herein and the GLX Terms of Service (as defined on the Website). You understand and accept that the Tokens are not intended to be a digital currency, security, commodity or any other kind of financial instrument, but merely operates as an application protocol by supplying functionality as a development tool in the exchange of data including content, data streams, social media and other interactions between members on the GLX Network.
Unless otherwise stated herein, these Token Sale Terms govern initially your purchase of Tokens from the Company during the Sale Period.
Any use of GLXTokens in connection with providing or receiving Access and Services in the GLX Network will be governed additionally by other applicable terms, conditions, disclaimers, policies, etc., (the GLX “Terms of Service”), available at the Website. We may add new terms, conditions, disclaimers, policies, etc. at our sole discretion, and may update each of the Terms of Service from time to time according to modification procedures the Company may choose to implement.
To the extent of any conflict with these Token Sale Terms, the Terms of Service shall control with respect to any issues relating to the use of GLXTokens in connection with providing or receiving Access and Services in the GLX Network.
Your purchase of GLXTokens from the Company during the Sale Period is final, and there are no refunds or cancellations except as may be required by applicable law or regulation. We reserve the right to refuse or cancel Token purchase requests at any time in our sole discretion.
Important information about the procedures and material specifications of the Token Participation Event is provided in our Whitepaper, including, but not limited to, details regarding the timing and pricing of the Tokens, the amount of Tokens the Company will sell, logistics and particulars of Token distribution and the Company's anticipated use of the Token Sale proceeds. By purchasing Tokens, you acknowledge that you understand and have no objection to these procedures and material specifications.
The purchase price that you pay for Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens
You understand and acknowledge that title to, and risk of loss of, Tokens you receive from GLX passes from the Company to you within the jurisdiction of the state of Wyoming and the unincorporated U.S. territory of Puerto Rico.
For more information about GLX, the Company, the Access and Services, GLXTokens, the Token Participation Event, the Token Sale Terms, or the Terms of Service please visit “GLX.com and GLXToken.com and view our Whitepaper and contact us at [email protected]
If you have any questions or concerns regarding the Website, this Agreement, GLXToken Sale, or general inquiries, please contact us by e-mail at [email protected] or write to us at GLX, Inc., 340 Royal Poinciana Way, Suite 317-335, Palm Beach, Florida 33480.