Terms And Conditions

TERMS AND CONDITIONS OF DFX TOKEN SALE

PLEASE READ THESE TERMS OF TOKEN SALE CAREFULLY. NOTE THAT SECTION 14 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH, IF APPLICABLE TO YOU, AFFECT YOUR LEGAL RIGHTS. IF YOU DO NOT AGREE TO THESE TERMS OF SALE, DO NOT PARTICIPATE THE TOKEN SALE.

Your purchase of DEFIX Token (“DFX”) during the DFX Public Sale period (“Sale Period”) from DEFIX.UK (“Company,” “we,” or “us”) is subject to these Terms of Sale (“Terms”). Each of you and the Company is a “Party,” and together the “Parties.”

By purchasing DFX from us during the Sale Period and/or using DFX in connection with the Platform (as defined below), you will be bound by these Terms and all terms incorporated by reference. If you have any questions regarding these Terms, please contact us at [email protected]

You and the Company agree as follows:

1. PURPOSE AND USE OF DFX IN CONNECTION WITH THE PLATFORM DFX are intended to be used for affiliation and other referral-based transactions and services (the “Services”), as facilitated through a decentralized platform that the Company and its affiliates are developing (the “Platform”).

Ownership of DFX carries no rights, express or implied, other than the right to use DFX as a means to obtain Services, and to enable usage of and interaction with the Platform, if successfully completed and deployed. In particular, you understand and accept that DFX 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 Platform, and/or Company and its corporate affiliates, other than rights relating to the receipt of Services and use of the Platform, subject to limitations and conditions in these Terms and applicable Platform Terms and Policies (as defined below). DFX are not intended to be a digital currency, security, commodity or any other kind of financial instrument.

2. SCOPE OF TERMS Unless otherwise stated herein, these Terms govern only your purchase of DFX from us during the Sale Period. The use of DFX in connection with the Services or Platform may be governed by other applicable terms and policies (collectively, the “Platform Terms and Policies”). Any Platform Terms and Policies we promulgate will be available at https://defix.uk and/or https://platform.defix.uk. We may add terms or policies to the Platform Terms and Policies in our sole discretions, and may update each of the Platform Terms and Policies from time to time according to modification procedures set forth therein. To the extent of any conflict with these Terms, the Platform Terms and Policies shall control with respect to any issues relating to the use of DFX in connection with the Services or Platform.

3. CANCELLATION; REFUSAL OF PURCHASE REQUESTS Your purchase of DFX from us during the Sale Period is final, and there are no refunds or cancellations except (a) if the Activation Threshold is not reached or (b) as may be required by applicable law or regulation. We reserve the right to refuse or cancel DFX purchase requests at any time in our sole discretion.

4. DFX SALE PROCEDURES AND SPECIFICATIONS Important information about the procedures and material specifications of our DFX sale is provided on https://defix.uk and/or https://platform.defix.uk, including but not limited to, details regarding the timing and pricing of the DFX sale, the amount of DFX we will sell, and our anticipated use of the DFX sale proceeds. By purchasing DFX, you acknowledge that you understand and have no objection to these procedures and material specifications.

5. ACKNOWLEDGMENT AND ASSUMPTION OF RISKS You acknowledge and agree that there are risks associated with purchasing DFX, holding DFX, and using DFX in connection with the Services and Platform. If you have any questions regarding these risks, please contact us at [email protected]. By purchasing DFX, you expressly acknowledge and assume these risks.

6. SECURITY You are responsible for implementing reasonable measures for securing the wallet, vault or other storage mechanism you use to receive and hold DFX you purchase from us, including any requisite private key(s) or other credentials necessary to access such storage mechanism(s). If your private key(s) or other access credentials are lost, you may lose access to your DFX. We are not responsible for any such losses.

7. PERSONAL INFORMATION We may determine, in our sole discretion, that it is necessary to obtain certain information about you in order to comply with applicable law or regulation in connection with selling DFX to you. You agree to provide us such information promptly upon request, and you acknowledge that we may refuse to sell DFX to you until you provide such requested information and we have determined that it is permissible to sell you DFX under applicable law or regulation.

8. TAXES The purchase price that you pay for DFX is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of DFX, 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 DFX.

9. REPRESENTATIONS AND WARRANTIES By transferring BNB (BEP20) or any other form of currency to the smart contract system (“Smart Contract System”) to purchase DFX from us, you represent and warrant that:

· You have read and understand these Terms;

· You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms and other material characteristics of cryptographic tokens like Bitcoin and BNB (BEP20), token storage mechanisms (such as token wallets), blockchain technology and blockchain-based software systems to understand these terms and to appreciate the risks and implications of purchasing DFX;

· You have carefully reviewed the code of the Smart Contract System located on the Binance Smart Chain and fully understand and accept the functions implemented therein;

· You have obtained sufficient information about DFX to make an informed decision to purchase DFX;

· You understand the restrictions and risks associated with the creation of DFX by the Smart Contract System as set forth herein, and acknowledge and assume all such risks;

· You understand, acknowledge and assume the risks associated with the purchase, holding and use of DFX in connection with the Services and Platform, as explained and disclosed in Section 5;

· You understand that DFX confer only the right to receive Services and to access the Platform, and confer no other rights of any form with respect to the Platform or Company or its corporate affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights;

· You are purchasing DFX solely for the purpose of receiving Services, accessing the Platform, and supporting the development, testing, deployment and operation of the Platform, being aware of the commercial risks associated with the Company and the Platform. You are not purchasing DFX for any other purposes, including, but not limited to, any investment, speculative or other financial purposes;

· Your purchase of DFX complies with applicable law and regulation in your jurisdiction, including, but not limited to, (i) legal capacity and any other applicable legal requirements in your jurisdiction for purchasing DFX, using DFX 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;

· You will comply with any applicable tax obligations in your jurisdiction arising from your purchase of DFX;

· If you are purchasing DFX on behalf of any entity, you are authorized to accept these terms on such entity’s behalf and that such entity will be responsible for breach of these terms by you or any other employee or agent of such entity (references to “you” in these terms refer to you and such entity, jointly);

· You are not resident or domiciled in the United States of America or purchasing DFX from a location within the United States of America;

· You are not (i) a citizen or resident of a geographic area in which access to or use of the 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 U.S. 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 Services. If you are registering to use the 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; and

· You understand and acknowledge that title to, and risk of loss of, DFX you purchase from the Company and receive from the Smart Contract System passes from the Company to you.

10. INDEMNIFICATION · To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless the Company and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Company Parties”) from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to: (i) your purchase or use of DFX, (ii) your responsibilities or obligations under these Terms, (iii) your violation of these terms, or (iv) your violation of any rights of any other person or entity.

· Company reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under Section 10(a). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Company.

11. DISCLAIMERS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) DFX ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO DFX, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT DFX TOKEN ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN DFX WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT DFX OR THE DELIVERY MECHANISM FOR DFX ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this section may not apply to you.

12. LIMITATION OF LIABILITY (A) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF DFX OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND (II) IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE DFX, EXCEED THE AMOUNT YOU PAY TO US FOR DFX.

(B) THE LIMITATIONS SET FORTH IN SECTION 12(A) WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF COMPANY.

(C) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations of this section may not apply to you.

13. RELEASE To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

14. DISPUTE RESOLUTION, ARBITRATION · Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your and the Company’s respective rights to a jury trial. Instead, you and Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

· No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to these Terms is personal to you and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

· Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by e-mail to Company at [email protected] Notice to you shall be by email to the then-current email address in your Account. Your notice must include (i) your name, email address, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (45) days after the date notice is received by the applicable Party, then either you or Company may, as appropriate and in accordance with this Section 14, commence an arbitration proceeding or, to the extent specifically provided for in Section 14(a), file a claim in court.

· Any arbitration will occur in U.K. Arbitration will be conducted confidentially by a single arbitrator. The courts located in U.K will have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

· Authority of Arbitrator. As limited by these Terms and the applicable court rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

· Severability of Dispute Resolution; Arbitration. If any term, clause or provision of this Section 14 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 14 will remain valid and enforceable. Further, the waivers set forth in Section 14(b) are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.

15. GOVERNING LAW AND VENUE These Terms will be governed by and construed and enforced in accordance with the laws of U.K, without regard to conflict of law rules that would cause the application of the laws of any other jurisdiction. Any Dispute between the Parties arising out or relating to these Terms or its subject matter or formation (including non-contractual Disputes of claims) that is not subject to arbitration will be resolved in the courts of U.K.

16. SEVERABILITY If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.

17. MISCELLANEOUS These Terms constitute the entire agreement between you and us relating to your purchase of DFX from us. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://defix.uk. and update the “Last Updated” date above. We may also attempt to notify you through the DEFIX’s website at https://defix.uk. The amended Terms will be effective immediately. We may assign our rights and obligations under these Terms. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Purchasing DFX from us does not create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise provided in herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.