Terms and Conditions
1. GENERAL
1.1. The website (https://medici.global/) (“Website”) together with the documents referred to on it is owned by Aureus Nummus Pte. Ltd. (“Aureus”), a company based in Singapore. Aureus as a matter of principle does not entertain any contacts or communications and is a totally independent entity with no relations to Simplexx Ltd., other than a service agreement that governs the distribution and sale of the Aureus Nummus digital token.
1.2. The House of Medici Corporation d. (collectively, “Medici”, “we”, “our”, the “Company” or “us”) manages owns the Aureus Nummus digital token and controls the sales and client checkout process on the website for interested or prospective and eligible investors (“Users”, “prospective Users”) wishing to buy the Aureus Nummus digital token.
The Company and its affiliates welcomes you (the “User(s)”, or “you”) to our services provided at https://medici.global/ (the “Platform”), collectively, the “Service” or the “Services”. You may use the Service (or any part thereof) only in accordance with the terms and conditions (the “Terms and Conditions”), hereunder. The Company is not a dealer, not a broker, not an exchange and not an intermediary. Simplexx distributes and sells the Aureus Nummus digital token it actually owns.
1.3. The Aureus Nummus is a digital token, designed to be a cryptocurrency as described on the website www.an.gold.
1.4. In these Terms and Conditions words importing the singular shall, where the context permits or requires, include the plural and vice versa. Words importing gender or the neuter shall include both genders and the neuter. Words importing persons shall, where the context permits or requires, include natural persons, any public bodies and any body of persons, corporate or unincorporated.
1.5. These Terms and Conditions shall be construed and interpreted in English. Where Simplexx provides these Terms and Conditions translated into any other language to any other jurisdiction, each Party acknowledges and agrees that the translation shall only be construed as indicative of the English version and where there exists any inconsistency between the translated version and the English version, the English version shall prevail.
1.6. The word third party (“Third Party”) shall refer to any natural or legal person other than Simplexx and Aureus.
2. ACCEPTANCE OF THE TERMS.
2.1. Please read these Terms and Conditions and any Schedules, which include additional terms specific to the different applications and services we are making available to you, (“the Terms and Conditions”) carefully before you start to use our Website, applications, platform and services, including any information and materials therein and any software that we make available that allows you to access relevant services including any Aureus products and services as they may come up (collectively referred to as the “Platform”).
By entering, connecting to, accessing or using the Service you acknowledge that you have read and understood the following Terms and Conditions including the terms of our Privacy Policy at: www.an.gold (collectively, the “Terms and Conditions”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your use of the Service, and you acknowledge that these terms constitute a binding and enforceable legal contract between Simplexx and you.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT ENTER TO, CONNECT TO, ACCESS OR USE THE SERVICE.
The Service is not allowed for use by individuals who are under the age of eighteen (18) years old (see Section 7 below) and certain other exclusions and limitations apply (see sections below).
2.2 PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY as they are a legal contract between you and us and apply to your use of the Platform and/or Services, as appropriate. By accessing all or any part of the Platform and/or the Services, you fully accept and agree to comply with all of the terms and conditions set out in these Terms and Conditions. You may not use the Platform or receive relevant Services except as expressly provided in these Terms and Conditions. If you do not agree to these Terms and Conditions, you are not authorised to access and use the Platform or the Services and should exit immediately.
2.3. The Parties to these Terms and Conditions shall therefore be Simplexx and you, and each may be referred to as a Party.
2.4. In order to access particular Services, you will be directed to complete relevant Service Registration Forms related to these Terms and Conditions. The Services shall be used exclusively for your own internal business purposes. Access to and use of relevant Services shall be limited to specified users identified in the completed Service Registration Form.
3. LICENSE TO USE.
3.1. Subject to these Terms and Conditions, Simplexx grants you an individual, non-exclusive, non-transferable, revocable license to use the Platform and relevant Services in such form as they may exist from time to time and as set forth in applicable Schedules.
3.2. You shall obtain at your own expense all licences, permits, and consents that may be necessary for the use of the Platform and/or the Services.
3.3. Simplexx in no way shall be made responsible for your, the User’s, failure to obtain all licences, permits, and consents that may be necessary for the use of the Platform and/or the Services.
4. ACCESS TO THE PLATFORM AND SERVICES.
4.1. You may not access or use our Platform and/or Services if you are located in, or a citizen or resident of any state, country, territory or other jurisdiction where:
4.1.1. your access or use of our Platform and/or Services would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory organisation; or
4.1.2. we have determined, at our sole discretion, to prohibit access or use of the Platform and/or Services.
4.2. In accordance with clause 4.1, we may implement certain controls to restrict or deny access to our Platform and/or Services from any jurisdiction where access is prohibited.
4.3. You agree that you will comply with this clause, even if our methods to prevent access or use of our Platform and/or Services are not effective or able to be bypassed.
5. THE SERVICE.
Simplexx Ltd. in accordance with applicable laws sells and distributes the Aureus Nummus token, a digital token designed among other to function as a cryptocurrency as described on the website www.an.gold (the “Service”). The Service enables its Users an option to transfer fiat payments, cryptocurrencies and precious metals to Simplexx Ltd., as consideration for the purchase of the Aureus Nummus digital token, as well as an option to maker fiat payments, by using the User’s existing credit card or debit card (as available and applicable), as well as in consideration for certain precious metals at the discretion of Simplexx Ltd.. By accepting these Terms and Conditions, you represent that any and all information you provide us through the Service is true and accurate. Any false or fraudulent information and/or use of Service is prohibited.
The Sell Service (i.e., sale of the Aureus Nummus digital token)
After Simplexx inspect the records of the applicable User’s transaction and the information of the applicable blockchain, Simplexx shall have the absolute and full right to cancel any User’s transaction at any time, at its sole discretion. In the event that prior to such cancellation a payment in whatever form has already been transferred by User to Simplexx, Simplexx shall make commercially reasonable efforts to ensure that a refund to User is provided, to the wallet address provided by User in advance (if applicable) (“Refund Wallet Address”), less any applicable blockchain transaction fees. User acknowledges and agrees that time shall not be of the essence for the purposes hereof and Simplexx does not warrant or guarantee timely delivery and shall not be liable to User for any delays in providing the refund.
If the credit of User’s credit or debit card is refused by the bank, and the fiat consideration is transferred back to the User, it is the absolute and exclusive responsibility of User (and in no situation of Simplexx) to communicate with User’s bank or other User’s institution in connection with an alternative mechanism to transfer the fiat consideration to User. In no event shall User be entitled to receive back the cryptocurrency.
PLEASE READ CAREFULLY: YOU, THE USER, HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICE IS INTENDED FOR TRANSFERRING FIAT PAYMENTS CRYPTOCURRENCIES, PRECIOUS METALS OR OTHER MANS AND FORMS OF PAYMENTS TO SIMPLEXX AS CONSIDERATION FOR THE PURCHASE OF ONE OR MORE UNITS OF THE AUREUS NUMMUS DIGITAL TOKEN. SIMPLEXX IS NOT THE OPERATOR OF SUCH TRANSFER SERVICES, NOR IS IT THE PROVIDOR OF ANY GOODS OR SERVICES (INCLUDING CRYPTOCURRENCIES OR DIGITAL ASSETS) NOT EXPLICITLY DETERMINED TO BE PROVIDED BY IT HEREUNDER.
SIMPLEXX IS NOT IN ANY WAY RESPONSIBLE FOR THE CONDUCT OR BEHAVIOUR OF ANY THIRD PARTY OR OTHER THIRD PARTY SERVICES (AS DEFINED HEREUNDER) OR ANY USERS THEREOF AND/OR OF THE SERVICE, NOR IS IT RESPONSIBLE OR INVOLVED IN ANY WAY WITH ANY TRANSACTION OR TRANSFER OF ANY RIGHT TO, OR LEGAL OWNERSHIP OF, ANY CRYPTOCURRENCY OR FIAT CONSIDERATION WHATSOEVER. SIMPLEXX SHALL NOT BE RESPONSIBLE NOR LIABLE FOR ANY DAMAGE OR LOSS THAT MAY RESULT FROM YOUR OR ANY OTHER USERS’ USE OF THE SERVICE, ANY EXCHANGES AND/OR THIRD PARTY SERVICES, AND/OR FOR ANY SUBSEQUENT USE OF ANY MONEYS OR CRYPTOCURRENCIES DEPOSITED AND/OR TRANSFERRED BY YOU THROUGH THE SERVICE, INCLUDING FOR ANY THIRD PARTY CONTENT DISPLAYED, MAINTAINED, TRANSMITTED OR LINKED BY OR IN CONNECTION WITH THE SERVICE.
SIMPLEXX DOES NOT IN ANY WAY ENDORSE ANY APPLICATION, PRODUCT, GOOD, SERVICE OR ADVERTISMENT WHICH MAY BE MENTIONED OR OTHERWISE PRESENTED OR LINKED ON, THROUGH AND/OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR ANY EXCHANGE, THIRD PARTY SERVICES AND/OR CRYPTOCURRENCY. SIMPLEXX WILL NOT BE RESPONSIBLE FOR THE CONTENT, EXCHANGE RATE, QUALITY, RELIABILITY, USABILITY, OR THE LEVEL OF SERVICE PROVIDED BY PLATFORM AND WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES WHATSOEVER ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE ANY GOODS OR SERVICES OFFERED BY AND/OR THROUGH SIMPLEXX, INCLUDING BY OTHER USERS OF THE SERVICE.
YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT INVESTING INTO DIGITAL ASSETS, SUCH AS THE AUREUS NUMMUS DIGITAL TOKEN IS HIGHLY SPECULATIVE AND RISKY AND THAT USERS MAY LOSE THEIR ENTIRE INVESTMENT.
6. YOUR USE OF THE PLATFORM AND SERVICES.
6.1. You must not use our Platform or Services:
6.1.1. in any way that breaches any law, rule, decision, judgment or regulation, or that has any unlawful or immoral purpose or effect;
6.1.2. to transmit, or procure the sending of any unsolicited or unauthorised advertising, promotional material or similar communications;
6.1.3. to send, knowingly receive, upload, download, publish, post, distribute, disseminate, transmit, use or re-use any material or information which is inaccurate, illegal, defamatory, libellous, obscene, offensive, abusive, hurtful, hateful, threatening, inflammatory, harmful, infringing, pornographic, discriminatory, indecent, unsolicited, unauthorised, unlawful, objectionable or which may expose you or us to legal action or reputational damage; or
6.1.4. to threaten, harass, stalk, abuse, disrupt others, or otherwise violate the rights of others.
6.2. You also agree not to:
6.2.1. advertise or sell any goods or services to other users of the Platform or the Services or to benefit commercially from its content;
6.2.2. access without authority, interfere with, damage or disrupt, any part of our Platform; any equipment or network on which our Platform is stored; any software used in the provision of our Platform or Services; or any equipment, network or software owned or used by any third party.
6.3. When you are asked to provide information in connection with our Platform or Services, you agree to provide true, accurate, current and complete details. It may not be possible to provide you with the relevant access, Services or information you require if you do not provide the minimum mandatory information requested.
6.4. Except as expressly permitted in relation to a particular Service you shall not:
6.4.1. copy, modify, reverse engineer, reverse assemble or reverse compile or store the Platform or Services or any part thereof;
6.4.2. license, sublicense, transfer, sell, resell, publish, reproduce, and/or otherwise redistribute the Platform or the Services or any components thereof in any manner (including, but not limited to, via or as part of any internet site);
6.4.3. use the Platform or the Services as part of your intranet or other internal network; or
6.4.4. create archival or derivative works based on the Platform or the Services or any portion thereof. You shall take all precautions that are reasonably necessary to prevent any unauthorized distribution or redistribution of the Platform or the Services.
6.5. You agree that you will not provide access to the Platform or the Services or any portion thereof to any person, firm or entity other than an individual or entity (“an Authorised Third Party”) expressly permissioned by you. You shall ensure that any Authorised Third Party complies with the terms and conditions of these Terms and Conditions, and you shall remain responsible for such compliance. You shall be liable to us for the actions of any Authorised Third Party.
6.6. Your use of the Platform and/or Services is at your own risk.
6.7. You understand, acknowledge and accept that we make no warranty whatsoever, express or implied, to you as to the Platform and/or Services, and that the Platform and/or Services are provided to you “as is” and you use them at your sole risk.
6.8. We expressly disclaim any implied warranties or merchantability or fitness for a specific purpose in relation to the Platform and/or Services.
6.9. You acknowledge and agree that:
6.9.1. You are solely responsible for evaluating the accuracy, timeliness, and completeness of any and all information provided to you via the Platform and/or relevant Services;
6.9.2. You have made your own decision that the Platform, the Services, and these Terms and Conditions are suitable for and acceptable to you and you have not relied on any other statement, representation or warranty that we or our affiliates or third-party providers have made in making your decision.
6.9.3. Neither the Platform or Services or information provided to you through the Platform or Services are intended as investment, financial, tax, accounting or legal advice. A reference to a particular product on the Platform or in the Services is not a recommendation to buy, sell or hold such product or to make any other investment decision. We are not offering any advice in this regard and you agree that your use of the Platform and/or Services and any decisions that you make in reliance on information contained within the Platform and the Services are made at your own risk.
6.9.4. By accessing the Platform and utilising relevant Services in any way, you represent that you understand the inherent risks associated with cryptographic tokens, digital assets, digital ledger technology and blockchain-based software systems; and warrant that you have an understanding of the usage and intricacies of native cryptographic tokens and its underlying technology, such as the Aureus Nummus and blockchain-based software systems.
6.9.5. The Platform and the Services may be impacted by one or more regulatory inquiries or regulatory action, which could impede or limit the ability of Simplexx to continue to develop, or which could impede or limit your ability to access or use the Platform and/or the Services.
6.9.6. Cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to cryptocurrencies and the Platform and the Services, which could result in the theft or loss of your cryptographic tokens or property. To the extent possible, Simplexx intends to update the protocol underlying the Platform and the Services to account for any advances in cryptography and to incorporate additional security measures, but does not guarantee or otherwise represent full security of the system. By using the Platform and the Services, you acknowledge these inherent risks.
6.9.7. You understand that Aureus Nummus and other blockchain technologies and associated currencies or tokens are highly volatile due to many factors including but not limited to adoption, speculation, technology and security risks. You also acknowledge that the cost of transacting on such technologies is variable and may increase at any time causing impact to any activities taking place on the blockchain. You acknowledge these risks and represent that Simplexx cannot be held liable for such fluctuations or increased costs.
6.9.8. The Platform and/or the Service provide links to other internet or accessible sites, applications or resources. Because we have no control over such sites, applications and resources, you acknowledge and agree that Simplexx is not responsible for the availability of such external sites, applications or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Simplexx shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
6.10. You represent and warrant that:
6.10.1. you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and Conditions and to abide by and comply with these Terms and Conditions.
6.10.2. you are of the legal age of majority in your jurisdiction as is required to access the Platform and/or Services and enter into arrangements as provided by the Services. You further represent that you are otherwise legally permitted to use the Services in your jurisdiction including owning cryptographic tokens of value, and interacting with the Platform or Services in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that we are not liable for your compliance with such laws.
7. USER REPRESENTATIONS AND UNDERTAKINGS.
Your use of the Service (or any part thereof) is dependent on the fact that you hereby represent and warrant that:
7.1. The execution of the Terms and Conditions does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order or judgment to which you are subject;
7.2. You will not infringe or violate any of the Terms and Conditions;
7.3. You possess the legal authority to enter into these Terms and Conditions and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms and Conditions, and to fully perform your obligations hereunder;
7.4. If you connect to, access or use the Service on behalf of an entity or any Third Party, you represent and warrant that you are duly authorized under any applicable law to represent such entity or third party in connection with these Terms and Conditions and to commit it to be bound by these Terms and Conditions, and hereby make all representations and warranties herein on both your and its behalf;
7.5. You possess the knowledge and judgment necessary to decide whether to use the Service or otherwise engage with other Users of the Service;
7.6. You acknowledge that you are solely responsible for complying with applicable laws regarding use of the Service, or any other interaction and/or transaction you make through or in connection with the Service, including the determination of whether a transaction made through or following your use of the Service complies with the terms of the jurisdictions and laws applicable to you and all other parties of your engagement;
7.7. You will not rely on Simplexx and fully understand that we do not provide any endorsement, support, representation or guarantee regarding the accuracy, reliability, truthfulness, legality or completeness of any goods, services, information or content that may be available to you in connection with the Aureus Nummus, including with respect to any cryptocurrency;
7.8. You will obtain appropriate professional advice (including legal, accounting, commercial and any other advice) to protect your interests before engaging in any matter in which you may benefit from such advice. You acknowledge that there is no professional relationship (including any attorney-client or advisor-advisee relationship) between you and Simplexx or any other Users, unless you and any such User specifically agree otherwise, and that you may not solely or fundamentally rely on any information, content or any features you find on or through the Service;
7.9. You acknowledge that there are risks in using the Service and/or connecting and/or dealing with other Users and/or any Exchange, through or in connection with Service, and that Simplexx cannot and does not guarantee any specific outcomes from such use, interactions and/or transactions, and you hereby assume all such risks, liabilities and/or harm of any kind arising in connection with and/or resulting from such use, interactions and/or transactions. Such risks may include, among others, misrepresentation of information about and/or by any Third Party, goods, services and/or other Users, breach of warranty and/or contract, violation of rights and any consequent claims; and
7.10. You are responsible to provide Simplexx with an appropriate Refund Wallet Address (if applicable).
7.11. You are aware of the risks involved with investing in and trading in digital assets, as among other described further below. You are aware that investing in the Aureus Nummus digital tokens is highly speculative and risky and that Users may lose their entire investment.
7.12. You are aware that the objectives of the Aureus Nummus digital token, that is among other to create a stable digital currency and payment system, may not be reached and may be subject to substantial variations.
8. USE RESTRICTIONS.
There are certain conducts which are strictly prohibited on and/or with respect to the Service. Please read the following restrictions carefully. Your failure to comply with the provisions hereunder may result (at Simplexx’s sole discretion) in the termination of your access to the Service and may also expose you to civil and/or criminal liability.
You may not, whether by yourself or anyone on your behalf:
(i) copy, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the content on the Service, including any information, material and data available on the Service (collectively, the “Content”) in any way, or publicly display, perform, or distribute the Content, without Simplexx’s prior written consent;
(ii) copy, modify, create derivative works of, reverse engineer, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble the Service (or any part thereof), and/or permit others thereto;
(iii) make any use of the Content on any other website or networked computer environment for any purpose, or replicate or copy the Content without Simplexx’s prior written consent;
(iv) create a browser or border environment around the Service and/or Content, link, including in-line linking, to elements on the Service, such as images, posters and videos, and/or frame or mirror any part of the Service, unless as expressly permitted hereunder;
(v) interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Service without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine;
(vi) defame, abuse, harass, stalk, threaten and/or violate in any way the legal rights of others;
(vii) use and/or display the Service (or any part thereof) on and/or with respect to any good or service, which in itself and/or which contains any information or content that may be considered as abusive, harassing, threatening, inciting hatred, encouraging or facilitating anti-social behavior, promoting the tobacco industry or the armaments industry, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable, offensive and/or violating in any way the legal rights of others, and/or where presence of the Content or any reference to Simplexx and/or the Service might be perceived as damaging to Simplexx’s reputation and goodwill or actually bring Simplexx into disrepute;
(viii) transmit, distribute, display or otherwise make available through or in connection with the Service any content, which may infringe Third Party rights, including Intellectual Property rights and privacy rights, or which may contain any unlawful content;
(ix) impersonate any person or entity or provide false information on the Service, whether directly or indirectly;
(x) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that Simplexx or any Third Party endorses you, your business, or any statement you make, or present false or inaccurate information about and/or through the Service;
(xi) transmit or otherwise make available in connection with the Service, and/or use the Service to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
(xii) interfere with or disrupt the operation of the Service, or the servers or networks that host the Service or make the Service available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
(xiii) sell, license, or exploit for any commercial purposes any use of or access to the Content and/or Service;
(xiv) use the Service for and/or in connection with any form of spam, unsolicited mail or similar conduct;
(xv) create a database by systematically downloading and storing all or any of the Content, or forward any data generated from the Service without the prior written consent of Simplexx;
(xvi) bypass any measures which may be used to prevent or restrict access to the Service and/or certain functionalities therein;
(xvii) use the Content and/or the Service for any illegal, immoral or unauthorized purpose;
(xviii) use the Service and/or the Content for non-personal or commercial purposes without Simplexx’s prior express written authorization; or
(xix) infringe or violate any of these Terms and Conditions.
9. LIMITATION OF LIABILITY & INDEMNITY.
9.1. Except as otherwise required by applicable law, neither we, nor Aureus, nor our affiliates, respective directors, officers, shareholders or employees, or agents accept any responsibility and shall not be liable for any and all losses or damages whatsoever, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, arising under or in connection with:
9.1.1. use of or reliance on any information, opinions, content and/or material held on this Platform or made available in connection with the Platform and/or the Services; or
9.1.2. interruption or delay in access, use of, or inability to use or access, line or system failure in connection with, or security threat relating to, the Platform and/or the Services, including but not limited to: special, indirect, incidental, punitive or consequential damages, loss of profits, sales, business, or revenue; loss of data; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; wasted management time; or any indirect or consequential loss or damage.
9.2. Except as otherwise required by applicable law, neither we nor Aureus will be liable for any loss or damage caused to your information technology, devices, computer programmes, platform, data or other proprietary material arising in connection with your use of this Platform and/or the Services.
9.3. To the fullest extent permitted by law, you agree to indemnify and hold harmless Aureus and Simplexx, its affiliates and respective officers, agents, and employees from and against any and all losses, liabilities, judgments, suits, actions, proceedings, claims, damages, costs (including attorney’s fees) resulting from or arising out of your, or any agent acting on your behalf, use of the Platform or the Services or arising out of any failure by you or any agent acting on your behalf to fully observe these Terms and Conditions or by reason of any use by you or such agent of any information or images provided on the Platform or through the Services.
9.4. Notwithstanding anything to the contrary in these Terms and Conditions, in the event that we are determined to be liable to you for any cause, you expressly agree that in entering into these Terms and Conditions, our and Aureus’ aggregate liability, for any damages or losses under all causes of action, will not exceed the greater of:
(i) ten thousand USD ($10,000); or (ii) fees paid and payable by you to us under these Terms and Conditions for relevant Services for the three (3) months prior to the date upon which such liability is alleged to have arisen.
9.5. Neither we, nor Aureus, nor our affiliates, Third Party providers or respective directors, managers, officers, shareholders, employees or agents make any warranty with respect to, and no such party shall have any liability to you for:
9.5.1. The accuracy, adequacy, timeliness, completeness, reliability, performance or continued availability of the Platform and/or Services; or,
9.5.2. Delays, omissions or interruptions to the Platform and/or Services;
9.5.3. Unintended errors and omissions.
9.6. We have not verified, monitored, reviewed or authenticated in whole or in part the information and materials which comprise the Platform and the Services which may include inaccuracies or typographical or other errors.
9.7. You, the User, agree to release Aureus from any and all liabilities and responsibilities, whatever they may be, and however they may come up.
10. FORWARD LOOKING STATEMENTS.
10.1. Certain statements on the Platform may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the US Private Securities Litigation Reform Act or similar applicable regulation. In some cases, these statements are identifiable by use of forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. Such forward-looking statements which are subject to known and unknown risks, uncertainties and assumptions about Simplexx, about Aureus, and about the Aureus Nummus digital token may include, but are not limited to, projections of future financial performance of relevant products based on our relevant strategies and anticipated trends in our business and industry, statements concerning Simplexx’ and Aureus’ plans, objectives, expectations and intentions and other statements that are not historical or current facts. Forward-looking statements are only predictions based on our current expectations about future events. They involve risks and uncertainties that could cause actual results, level of activity, or performance to differ materially from those expressed or implied in such forward-looking statements. Factors that lead to Simplexx’ and/or Aureus’ performance to differ materially from current expectations include, but are not limited to: implementation of strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk and market competition. These risks and uncertainties are not exhaustive and forward-looking statements are based on a number of assumptions that are subject to change. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results, level of activity, performance or achievements to differ materially from those contained in any forward-looking statements. Our inclusion of such projections in any report or document should not be regarded as a representation that the projections will prove to be correct. We do not assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of any report to conform our prior statements to actual results or revised expectations and we do not intend to do so. You must be aware and accept that an investment in the Aureus Nummus digital token is highly speculative in nature, and may result in the total loss of your investment.
11. VIRUSES AND DEFECTS
11.1. We have taken appropriate steps to detect computer viruses but we cannot guarantee that our Platform and/or Services are free from malfunctions, defects, bugs and viruses; or that the Platform will operate correctly and as expected, at any given time. We shall not be liable for any loss or damage which occurs as a result of any virus, including without limitation any distributed denial-of- service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other materials.
11.2. You are responsible for configuring your information technology, devices, computer programmes and platform in order to access our Platform and Services and for protecting these with your own anti-virus software, firewalls and any other technical measures. We give no warranties as to the compatibility of our Platform and Services with your information technology, computer programmes and platform.
11.3. You must not misuse our Platform or Services by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware, and/or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware, or which is otherwise malicious or technologically harmful.
12. INTELLECTUAL PROPERTY RIGHTS.
12.1. We are the owner of all intellectual property rights in the Platform and the Services, material published on the Platform and material made available through the Platform and Services, including, but not limited to, all proprietary data, information, content, data, symbology, software, technology, products and documentation. Those works are protected by copyright laws and other intellectual property rights. All such rights are reserved. The Service, the Content, Simplexx’s proprietary software and any and all intellectual property rights pertaining thereto, including, without limitation, inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the “look and feel” of the Service and any part thereof), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface, GUI and trade secrets, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), are owned and/or licensed to Simplexx, and are subject to copyright and other applicable intellectual property rights under Israeli laws, foreign laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Simplexx’s proprietary rights, including Simplexx’s Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in the Terms and Conditions.
“Simplexx” and all logos and other proprietary identifiers used by Simplexx and its affiliates in connection with the Service (“Simplexx Trademarks”) are all trademarks and/or trade names of Simplexx or Aureus, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on or with respect to the Service, including on or in connection with the Aureus Nummus digital token, or with the Exchange, belong to their respective owners (“Third Party Marks”). The Third Party Marks expressly include and all marks and rights attributable in whatever form to Aureus. No right, license, or interest to Simplexx Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Simplexx Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein.
You are hereby prohibited from removing or deleting any and all copyright notices, restrictions and signs indicating proprietary rights of Simplexx, Aureus and/or its licensors and its affiliates, including copyright mark [©] or trademark [® or ™] contained in or acSimplexx Ltd.ing the Service, and you represent and warrant that you will abide by all applicable laws in this respect. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Simplexx’s marks and logos, whether registered or not. You are further prohibited from using, diluting or staining any name, mark or logo that is identical, or confusingly similar to any of Aureus Nummus’ marks and logos, whether registered or not.
12.2. Subject to the limited exceptions set out below, neither this Platform or the Services nor any part of them may be copied, reproduced, modified, publicly displayed, republished, distributed, extracted or reutilised in any form, without the prior written permission of us. Any breach of this restriction is strictly forbidden and shall cause us irreparable injury that cannot be adequately compensated for by means of monetary damages. Any breach hereof by you may be enforced by us by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. Requests for permission should be sent to us via email at info@simplexx.ca.
12.3. You must not use any part of the material held on our Platform or made available through it for commercial or business purposes without obtaining a licence to do so from us.
12.4. If you print, copy or download any part of the material held on this Platform or made available through it in breach of these Terms and Conditions, your right to use this Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
12.5. You acknowledge and agrees that all copyright and all other intellectual property rights subsisting in anything to which we have granted you a licence pursuant to Clause 3 vests wholly and exclusively in Simplexx. You hereby assign to Aureus respectively Simplexx absolutely the entire copyright and all other intellectual property rights subsisting in any new intellectual property rights created whether in collaboration or otherwise with you, and all other rights of whatever nature whether now known or created in the future, to which you may be entitled by virtue of the prevailing law in force resultant on the existence of these Terms and Conditions.
13. TERMINATION OF LICENCE AND ACCESS RIGHTS.
13.1. These Terms and Conditions may be terminated by either Party:
13.1.1. on thirty (30) days’ written notice to the other Party; or
13.1.2. immediately by notice in writing to the other Party if the other Party is in material breach of these Terms and Conditions and, to the extent that the breach is capable of remedy, that breach is not remedied by the other Party within ten (10) Business Days of it receiving notice from the first Party of the details of the breach and the first Party’s intention to terminate; or
13.1.3. in accordance with the terms of a Schedule to these Terms and Conditions.
13.2. These Terms and Conditions may be terminated by Simplexx on written notice at its sole, ultimate and immediate discretion.
13.3. Please see relevant Schedules for consequences of termination of these Terms and Conditions as appropriate.
13.4. Aureus may terminate its service agreement with Simplexx at any time.
14. DISPUTE RESOLUTION.
14.1. Neither Party may commence arbitration or litigation against the other, relating to any dispute in respect of obligations or undertakings contained within these Terms and Conditions, except where that party seeks urgent interlocutory relief from a court, unless the Party has complied with this Clause 12.
14.2. Where a Party fails to comply with this Clause, that Party accepts and subsequently releases the other Party from being bound by the dispute resolution procedure, as detailed below.
14.3. Disputes of Invoices.
14.3.1. If you dispute the amount of any invoice, statement or otherwise as issued by Simplexx (‘Disputed Amount’), you herein acknowledge that you must notify Simplexx in writing before the date by which the Disputed Amount is payable, or where said payment has already been effected, as soon as is reasonably practicable where such time is not greater than two (2) Business Days.
14.3.2. If you fail to notify Simplexx pursuant to this Clause, you hereby acknowledge and agree that notwithstanding the fact that the Disputed Amount remains disputed, that it shall be required to make payment in accordance with the ordinary payment terms. Upon finalising the dispute, where the Disputed Amount is found to have been in excess of what was owing to Simplexx, Simplexx herein warrants that it shall remit or set-off any amount owing to you as soon as is reasonably practicable.
14.4. Procedure.
14.4.1. In the event a Party instigates a dispute:
14.4.1.1. that Party shall give written notice to the other Party nominating a representative to negotiate the dispute (‘Dispute Notice’);
14.4.1.2. within five (5) Business Days of receiving the Dispute Notice, the other Party will reply in writing nominating its representative to negotiate the dispute (‘Dispute Reply’);
14.4.1.3. the representatives of the Parties shall use its best endeavours to negotiate and settle the dispute wherein if any settlement can be achieved, it should be recorded in writing and signed by both representatives wherein said signed agreement shall be deemed to be binding upon the Parties;
14.4.2. Where the dispute has not been resolved within ten (10) Business Days of the receipt of the Dispute Reply, the Parties shall undertake to use its best endeavours to negotiate for a process to resolve the dispute wherein said process is not arbitration or litigation;
14.4.3. Where twenty (20) Business Days has elapsed since receipt of the Dispute Reply and the negotiations for an alternative dispute resolution process have been unsuccessful, the Parties may engage in arbitration followed by litigation.
14.4.4. In the event of the negotiations for an alternative dispute resolution proving unsuccessful in accordance with Clause 12.4.3 the details of the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
14.4.4.1. The number of arbitrators shall be three;
14.4.4.2. The seat, or legal place, of arbitration shall be the City of London;
14.4.4.3. The language to be used in the arbitral proceedings shall be English; and,
14.4.4.4. The governing law of the proceedings shall be the governing law of these Terms and Conditions, as appropriate.
14.4.5. Costs
14.4.5.1. Any and all costs incurred by a Party in bringing a dispute shall be borne by said Party, unless otherwise agreed during negotiations or ordered during arbitration or litigation.
15. ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING FRAMEWORK.
15.1. General.
15.1.1. Simplexx takes it obligations under relevant Anti- Money Laundering Legislation, Financial Crime Legislation, Terrorist Financing Legislation and Sanctions Legislation, rules, guidance and practice (“the Financial Crime Framework”) seriously and endeavours to align its operations with the purposes and provisions as promulgated by the Financial Crime Framework.
15.1.2. Simplexx shall operate thorough monitoring, identification and verification programs to assist it in discharging relevant obligations within the Financial Crime Framework.
15.1.3. Simplexx undertakes to be proactive in the fulfilment of its obligations under the Financial Crime Framework and as such will conduct on-going, annual audit checks upon collected and held monitoring, identification and verification information to ensure compliance with relevant Financial Crime Framework Obligations.
15.1.4. Simplexx undertakes to ensure that information retained in the discharge of Simplexx’ obligations under the Financial Crime Framework is protected in accordance with relevant security requirements and standards.
15.1.5. Simplexx reserves the right, and you hereby grant Simplexx an absolute and irrevocable right to release any information collected by Simplexx in order to discharge its obligations under the Financial Crime Framework to the relevant government authorities, regulatory bodies and/or other necessarily empowered organisations without notice provided the release of information is required to satisfy Simplexx’s corresponding obligations s or is required under the Financial Crime Framework.
15.1.6. Simplexx reserves the right to request from you any additional information that is required to allow Simplexx to discharge relevant obligations under the Financial Crime Framework. Where Simplexx has requested documentation from you, and you refuse to comply with the request whether, expressly, impliedly or by conduct; at such time of refusal, Simplexx may revoke, suspend or terminate your access to its platform(s) and service(s).
15.1.7. Where Simplexx has retained, collected and/or recorded information pursuant to these Terms and Conditions, Simplexx reserves the right to charge a reasonable administrative fee for a request from you to view any and all retained, collected or recorded information relating to you.
15.1.8. With respect to Clause 15.1.7, any information retained, collected and/or recorded by Simplexx during its operations shall only be accessible by you on specific terms, unless otherwise required by an applicable law.
15.1.9. You acknowledge and agree that Simplexx may utilise electronic verification methods to verify your identity in order to discharge its obligations under the Financial Crime Framework. Where you do not wish Simplexx to utilise electronic verification methods to verify your identity please contact Simplexx in writing at its address for notice detailed in Clause 17.3 requesting an alternative means of verification.
15.1.10. Without limiting the aforementioned electronic verification methods as detailed in Clause 15.1.9, Simplexx may request a credit reporting agency, or any analogous organisation, to provide an assessment of whether the personal information provided to Simplexx including within a completed Service Registration Form matches (in whole or part) personal information contained in a credit information file in the possession or control of the credit reporting agency. Alternatively, you acknowledge that Simplexx may request a credit reporting agency, or any analogous organisation, to prepare and provide such an assessment.
15.1.11. With respect to Clause 15.1.10, you acknowledge that the credit reporting agency, or an analogous organisation, may use the personal information provided by you within a completed Service Registration Form for the purpose of making such an assessment.
15.1.12. Where Simplexx is unable to verify your identity via electronic verification methods, Simplexx shall contact you detailing said inability and provide all such reasonable information to you as is required, in addition to offering an alternative means of verification.
16. VALUE-ADDED TAX AND SALES TAX.
16.1. Interpretation.
16.1.1. In this Clause 16, Value-Added Tax and Sales Tax (‘Tax’) refer to a variety of indirect taxes that may be imposed on the Platforms or Services which vary depending on the location of the customer, the location of the Service or Platforms, and/or the location to which the Service or Platform is being enjoyed.
16.2. Tax Gross Up.
16.2.1. Subject to Clause 16.2.2, if a Party makes a supply under or in connection with these Terms and Conditions in respect of which Tax is payable, the consideration for the supply but for the application of this Clause 16.2 (Tax Exclusive consideration) is to be increased by an amount equal to the Tax exclusive consideration multiplied by the rate of Tax prevailing at the time the supply is made.
16.2.2. Clause 16.1.1 does not apply to any consideration that is expressed in this Agreement to be inclusive of Tax.
16.3. Reimbursements and Indemnification.
16.3.1. If a Party reimburses or indemnifies another Party for a loss, cost or expenses, the amount to be reimbursed or indemnified is first reduced by any input tax credit the other Party is entitled to for the loss, cost or expenses, and then increased in accordance with Clause 16.2.
17. MINORS.
You may use the Service only if you are at least eighteen (18) years old. If you are under the age of eighteen (18) or under the legal age to form a binding contract in the jurisdiction in which you are located, you may only use the Service under the supervision of a parent or legal guardian who has agreed to stand behind any agreement you enter into while using the Service, including these Terms and Conditions. We reserve the right to require you at any stage to provide proof of age, and, if applicable, approval of your use of the Service by your parent or legal guardian, so that we can verify that only eligible Users are using the Service. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using the Service, we will prohibit and block such User from accessing the Service.
18. THIRD PARTY SERVICES.
The Service may be available on and/or linked to through certain Third Party Exchanges, websites and other Third Party services (collectively, “Third Party Services”). Such Third Party Services, which include Aureus, are independent from the Service. You hereby acknowledge that Simplexx has no control over such Third Party Services, and further acknowledge and agree that Simplexx is not responsible for the availability of Third Party Services, and does not endorse and is not responsible or liable for any goods, services, content, advertisements, products, or any materials available on and/or through such Third Party Services.
You further acknowledge and agree that Simplexx shall not be responsible or liable, directly or indirectly, for any damage or loss whatsoever caused, or alleged to be caused, by or in connection with use of or reliance on any goods, services, content, products or other materials available on or through any Third Party Services and/or Exchanges. Most Exchanges and Third Party Services provide legal documents, including Terms and Conditions and privacy policy, governing the use of each such Third Party Services and Exchanges, their contents and services. We encourage you to read these legal documents carefully before using any such Third Party Services or Exchanges.
19. AVAILABILITY.
The availability and functionality of the Services and Platforms depend on various factors, such as communication networks, software, hardware, Simplexx’s service providers and contractors, and such Third Party Services carrying the Service. Simplexx does not warrant or guarantee that the Service will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.
20. CHANGES TO THE SERVICE.
Simplexx reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Service (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content available through the Service may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that Simplexx shall not be liable to you or to any Third Party for any modification, suspension, error, malfunction or discontinuance of the Service (or any part thereof).
21. DISCLAIMER AND WARRANTIES.
SIMPLEXX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICE AND/OR THE PLATFORM (OR ANY PART THEREOF).
THE SERVICE (AND ANY PART THEREOF), INCLUDING WITHOUT LIMITATION ANY CONTENT, DATA AND INFORMATION RELATED THERETO, ARE PROVIDED ON AN “AS IS” BASIS AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING WITHOUT LIMITATION, THE QUALITY OF PRODUCTS AND SERVICES PROVIDED BY THIRD PARTY SERVICES AND/OR EXCHANGES.
SIMPLEXX AND ITS AFFILIATES, INCLUDING ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “SIMPLEXX AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION OBTAINED OR GENERATED BY SIMPLEXX AND/OR ANY USER RELATED TO YOUR OR ANY USER’S USE OF THE SERVICE.
SIMPLEXX DOES NOT ENDORSE ANY ENTITY, PRODUCT OR SERVICE MENTIONED ON THE SERVICE OR MADE AVAILABLE IN CONNECTION WITH THE SERVICE, INCLUDING ANY THIRD PARTY SERVICES AND/OR ANY EXCHANGES USING THE SERVICE.
SIMPLEXX DOES NOT WARRANT THAT THE OPERATION OF THE SERVICE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. SIMPLEXX MAY, AT ITS SOLE DISCRETION AND WITHOUT AN OBLIGATION TO DO SO, CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO THE SERVICE AT ANY TIME OR TO DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES WITHOUT ANY NOTICE TO YOU.
YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE, INCLUDING THE TRANSFER OF ANY PAYMENT OR CRYPTOCURRENCY THROUGH THE SERVICE AND/OR YOUR USE OF THE EXCHANGE AND/OR OF ANY CRYPTOCURRENCY FROM THE EXCHANGE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
FURTHER, YOU AGREE AND ACKNOWLEDGE THAT SIMPLEXX AND/OR ANY OF THE SIMPLEXX AFFILIATES SHALL NOT BE RESPONSIBLE OR LIABLE WHATSOEVER, DIRECTLY OR INDIRECTLY, FOR ANY CHARGES OR FEES INCURRED BY THE ISSUING BANK NOR FROM THE CREDIT OR DEBIT CARD SIMPLEXX LTD..
22. LIMITATION OF LIABILITY.
IN NO EVENT SHALL SIMPLEXX AND/OR ANY OF THE SIMPLEXX AFFILIATES, INCLUDING AUREUS, BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICE, USE OR INABILITY TO USE THE SERVICE, FAILURE OF THE SERVICE TO PERFORM AS REPRESENTED OR EXPECTED, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF SIMPLEXX TO PERFORM UNDER THESE TERMS, AND OTHER ACT OR OMISSION OF SIMPLEXX BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS, THIRD PARTY SERVICES AND/OR EXCHANGES.
NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS AND CONDITIONS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES.
SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR SIMPLEXX’S SERVICE TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF SIMPLEXX AND/OR ANY SIMPLEXX AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITES AND/OR DAMAGES.
23. INDEMNIFICATION AND SETOFF.
You hereby agree that except as explicitly provided otherwise herein, upon delivery of the cryptocurrency purchased or sold by you from or to Simplexx, as the case may be, you will not be entitled to any credit or refund and all such purchases and sales are final. Simplexx’s obligations towards you will be absolutely discharged upon delivery of the cryptocurrency to you (in case of a buy transaction), or the consideration for the cryptocurrency to you (in case of a sell transaction), as the case may be, and you shall have no claim or right against Simplexx upon such delivery.
You agree to defend, indemnify and hold harmless Simplexx and any Simplexx Affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, fines, late fees, cancellation fees and expenses (including attorney’s fees) arising from: (i) your use of the Service (or any part thereof); (ii) your violation of any term of these Terms and Conditions; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to Simplexx or any Third Party which relates to your use of the Service, including without limitation any damage related to cryptocurrency purchased and/or sold by you from or to Simplexx or any Third Party and in connection with the Service; (iv) your violation of any Third Party rights; and (v) any charge-back or cancellation of any monetary deposit, cryptocurrency transfer or payment made by you through the Service.
You further agree that any funds or other assets which you have deposited with Simplexx and/or which you are entitled to from and/or through Simplexx may be setoff by either the Simplexx and/or any Third Party and used as collateral in order to secure the fulfilment of your obligations herein.
In addition, you hereby agree that any payment to be made by you with respect to the Service which is not made by its due date shall bear interest thereon at the maximum rate permitted by law at the time payment is due, computed from the original due date until paid, and that you shall be liable to pay any payments or fees arising from such late payments.
24. AMENDMENTS TO THE TERMS AND CONDITIONS
Simplexx may change the Terms and Conditions from time to time, at its sole discretion and without any notice, including the Privacy Policy. Substantial changes of these Terms and Conditions will be first notified on the Service. Such substantial changes will take effect seven (7) days after such notice was provided on any of the above mentioned methods. Otherwise, all other changes to these Terms and Conditions are effective as of the stated “Last Revised” date and your continued use of the Service after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. Please note that in the event that the Terms and Conditions should be amended to comply with any legal requirements, such amendments may take effect immediately and without any prior notice, as may be required by law. These Terms and Conditions may contain unintended errors and omissions, and Simplexx will undertake to correct such errors and ommissions as soon as it has become aware of it by the way of an amendment to these Terms and Conditions. The existence of such unintended errors and omissions shall have no influence on the general meaning of these Terms and Conditions and its interpretation, and the User accepts without any condition that the intended meaning of the respective clauses and sections in these Terms and Conditions shall prevail. Under no circumstances shall Aureus or Simplexx be held liable and be made responsible for any unintended errors and omissions.
25. TERMINATION OF SERVICE’S OPERATION
At any time, Simplexx may block your access to the Service, for any reason, at its sole discretion, in addition to any other remedies that may be available to Simplexx under any applicable law. Such actions may be taken if Simplexx deems that you have breached any of these Terms and Conditions in any manner.
Additionally, Simplexx may at any time, at its sole discretion, cease the operation of the Service or any part thereof, temporarily or permanently, without giving any prior notice. You agree and acknowledge that Simplexx does not assume any responsibility nor liability with respect to, or in connection with the termination of the Service and/or loss of any data.
26. GENERAL
26.1. These Terms and Conditions do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between Simplexx and you.
26.2. These Terms and Conditions, and the rights and remedies provided hereunder, and any and all claims, disputes and controversies arising hereunder or related hereto and/or to the Service, their interpretation, or the breach, termination or validity thereof, the relationships which result from these Terms and Conditions, or any related transaction shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of the State of Israel without reference to its conflict-of-laws principles, and shall be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts in Tel Aviv, Israel.
26.3. Simplexx may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Service to a Third Party without your consent or prior notice to you. Your rights and obligations under the Terms and Conditions are not assignable. Any attempted or actual assignment thereof without Simplexx’s prior explicit and written consent will be null and void.
26.4. If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and Conditions and will not affect the validity and enforceability of any remaining provisions.
26.5. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.
26.6. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
26.7. These Terms and Conditions constitute the entire terms and conditions between you and Simplexx relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants or representations, whether written or oral, between Simplexx and you, including, without limitation, those made by or between any of our respective representatives, with respect to the Service. You agree that you will make no claim at any time or place that these Terms and Conditions have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure or duty of disclosure of Simplexx in entering into these Terms and Conditions.
26.8. The provisions of all Sections and Clauses will survive the termination or expiration of these Terms and Conditions.
27. EXCLUSION OF SERVICE
Certain natural and legal persons are excluded from doing business with Simplxx and its affiliates. We at Simplexx cannot do business with you if:
27.1. You are a resident of the United Kingdom.
27.2. If you are a resident of a country listed on the OFAC sanctions list. The Treasury Department’s Office of Foreign Assets Control (OFAC) administers and enforces economic sanctions imposed by the United States against foreign countries. Depending on the country, OFAC programs may freeze assets of embargoed countries, prohibit payment of funds to individuals and countries on the embargo list, or prohibit provision of services to countries subject to US sanctions. These sanctions may require obtaining OFAC approval before conducting research or other activities in or involving the sanctioned country. Some sanctions are more restrictive than others, and apply to the whole country, while others are specifically target certain individuals or entities within a country. Currently, sanctioned countries include the Balkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe. The list of sanctioned countries is updated periodically and is available here.
27.3. If Simplexx Ltd. and its affiliates (collectively, “Simplexx”, “we”, “our” or “us”, including but not limited to the Aureus has in its sole discretion reason to believe that its Services and Platform may be used for purposes not in accordance with the law it may terminate the Services to the User at its sole discretion and reserves the right to inform the respective authorities.
28. LIMITATION OF SERVICE
Simplexx Ltd. is not a registered exchange. While Simplexx Ltd is an entity operating independently from Aureus, Simplexx Ltd., the main purpose of Simplexx Ltd. is to sell and facilitate the distribution of the Aureus Nummus digital token. As the legal landscape of tokens and cryptocurrencies is in constant and rapid change at the time of publication of these Terms and Conditions, Simplexx Ltd. reserves the right to change, limit and modify its services and these Terms and Conditions in order to adapt to new legal regulations.
29. RISK STATEMENT
WARNING!
Investing in digital assets is risky. Don’t invest unless you can afford to lose all the money you pay for this investment. Investing in the Aureus Nummus digital tokens is risky. Don’t invest unless you can afford to lose all the money you pay for this investment.
No regulatory authority has expressed an opinion about these digital assets offered and sold by Simplexx Ltd, in particular the Aureus Nummus digital token, and it is an offence to claim otherwise. No regulatory authority has expressed an opinion about the Aureus Nummus digital token and it is an offence to claim otherwise.
These Terms and Conditions apply to the distribution of the Aureus Nummus digital token, which is not insured, not underwritten nor in any form guaranteed. It is an open-ended offering to eligible Users only. Eligibility is determined by the Investor’s respective country of residence, as well as by the jurisdiction where Aureus Nummus digital tokens are sold and the applicable laws in those places. The offering price of the Aureus Nummus digital token may be arbitrarily set by the management of Simplexx Ltd. There can be no assurance that any of the offered Aureus Nummus digital tokens will be sold. The Aureus Nummus digital tokens have not been approved or disapproved by any security and exchange commission or by any other regulatory body or any other regulatory agency, nor has any such regulatory body reviewed these Terms and Conditions for accuracy or completeness. Because the Aureus Nummus digital tokens have not been so registered, there may be restrictions on their transferability or resale by an Investor. The Aureus Nummus digital tokens may however be redeemed at a discount by Simplexx Ltd. Each Investor should proceed on the assumption that the Investor must bear the full and unconditional economic risks of the investment for an indefinite period. In certain countries the Aureus Nummus digital tokens may not be sold unless, among other things, they are subsequently registered under applicable acts or an exemption from registration is available. There may not be a trading market for the offered Aureus Nummus digital tokens and there can be no assurance that any trading market will develop in the future or that the Aureus Nummus digital tokens will be accepted for inclusion on any trading exchange at any time in the future. Simplexx Ltd believes that it is not obligated to register for sale under either federal or state digital assets laws the Aureus Nummus digital tokens purchased or sold pursuant hereto. Accordingly, the sale, transfer, or other disposition of any of the Aureus Nummus digital tokens, which are purchased pursuant hereto may be restricted by applicable federal or state or other laws (depending on the residency of the Investor) and by the provisions of these Terms and Conditions. The initial offering price of the Aureus Nummus digital tokens to which these Terms and Conditions relate may have been arbitrarily established by Simplexx Ltd and does not necessarily bear any specific relation to the assets, book value or potential earnings of the Aureus Nummus digital token or any other recognized criteria of value. No person is authorized to give any information or make any representation not contained in these Terms and Conditions and any information or representation not contained herein must not be relied upon. Nothing in thshould be construed as legal or tax or investment advice, or any other form of advice. All of the information provided herein has been provided by the Promoter(s) of Simplexx Ltd.. Simplexx Ltd. and its Promoter(s) make(s) no express or implied representation or warranty as to the completeness of the information contained in these Terms and Conditions or, in the case of projections, estimates, future plans, or forward looking assumptions or statements, as to their attainability or the accuracy and completeness of the assumptions from which they are derived, and it is expected that each Prospective Investor will pursue his, her, or its own independent investigation. Any estimates in regard to the future performance of the Aureus Nummus digital tokens are necessarily subject to a high degree of uncertainty and may vary materially from projections. No general solicitation or advertising in whatever form may be employed in the offering of the Aureus Nummus digital tokens, except for these Terms and Conditions (including any amendments and supplements hereto), the exhibits hereto and Documents summarized herein, or as provided for under certain laws, or as determined by Simplexx Ltd. within the scope of the laws. Advertising in accordance with the respective general legal regulations are also exempted from this rule. Other than Simplexx Ltd, no one has been authorized to give any information or to make any representation with respect to the Aureus Nummus digital tokens that is not contained in these Terms and Conditions. Prospective Users should not rely on any information not contained in these Terms and Conditions. These Terms and Conditions do not constitute an offer to sell or a solicitation of an offer to buy to anyone in any jurisdiction in which such offer or solicitation would be unlawful or is not authorized or in which the person making such offer or solicitation is not qualified to do so. These Terms and Conditions do not constitute an offer if the Prospective Investor is not qualified under applicable laws. This Offering is made subject to withdrawal, cancellation, or modification by Simplexx Ltd without notice and solely at Simplexx Ltd.’s discretion and also with possible retroactive effects. Simplexx Ltd. reserves the right to reject any purchase or to allot to any Prospective Investor less than the number of Aureus Nummus digital tokens purchased for by such Prospective Investor. Simplexx Ltd. reserves the right to sell its herein offered Shares at prices which may have nothing to do with any current value and which are subject to the discretion of Simplexx Ltd. until this offering is completed. These Terms and Conditions has been prepared solely for the information of the person to whom it has been delivered by or on behalf of Simplexx Ltd.. Distribution of these Terms and Conditions to any person other than the Prospective Investor to whom these Terms and Conditions is delivered by Simplexx Ltd. and those persons retained to advise them with respect thereto is unauthorized. Any reproduction of these Terms and Conditions, in whole or in part, or the divulgence of any of the contents without the prior written consent of Simplexx Ltd. is strictly prohibited. Each Prospective Investor, by accepting delivery of these Terms and Conditions, agrees to return it and all other Documents received by them to Simplexx Ltd. if the Prospective Investor’s purchase is not accepted or if the Offering is terminated. By acceptance of these Terms and Conditions, Prospective Users recognize and accept the need to conduct their own thorough investigation and due diligence before considering a purchase of the Shares offered herein. The contents of these Terms and Conditions should not be considered to be investment, tax, or legal advice and each Prospective Investor should consult with their own counsel and advisors as to all matters concerning an investment in the Aureus Nummus digital tokens. Simplexx Ltd. is subject to the charges payable by it that must be offset by revenues and investment gains before an Investor is entitled to a return on his or her investment. It may be necessary for Simplexx Ltd. to make substantial investment profits to avoid depletion or exhaustion of its assets and in order for an Investor to obtain a return on his or her investment. An investment in Aureus Nummus digital tokens is not insured by any insurance program. An investment into Aureus Nummus digital tokens is highly speculative and involves many risks, including the risk of total loss. Regulatory authorities in the country of residence of the (prospective) Investor do not regulate activities of any foreign markets, including the execution, delivery and clearing of transactions, and do not have the power to compel enforcement of the rule of a foreign market or any applicable foreign laws. Generally, the foreign transaction will be governed by applicable foreign law. This is true even if the foreign market is formally linked to a market in the country of residence of the Investor or Simplexx Ltd.. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons Users may not be afforded certain of the protective measures provided by the legislation and the rules of exchanges in its country of residence. Money invested by Users into the Aureus Nummus digital tokens may be held outside the country of residence of the Investor and outside the country of residence of Simplexx Ltd.. Prospective Users are invited to question and receive answers from Simplexx Ltd. concerning these Terms and Conditions and business aspects of the Aureus Nummus digital tokens or to request any additional information which they consider necessary in making an informed decision. Upon reasonable request, Simplexx Ltd. may, at its sole discretion, provide additional information and documents, if available or obtainable without unreasonable effort or expense. However, Simplexx Ltd. expressly reserves the right to deny access to any information it deems proprietary in nature.
30. CHANGES TO SERVICES AND PLATFORM.
30.1. You acknowledge and agree that we may update this Platform and these Services from time to time, change the content at any time and we may suspend, withdraw, discontinue or change all or any part of this Platform and the Services without notice. As such, there may be times when this Platform and/or the Services are unavailable for use.
31. CHANGES OF THESE TERMS AND CONDITIONS.
31.1. You acknowledge and agree that Simplexx may amend these Terms and Conditions and related Schedules at any time by providing notice. You are deemed to accept and agree to the amendment unless you notify Simplexx to the contrary within five (5) Business Days of the date of said amendment notice. Each amendment notice shall be issued by way of notification through the Platform or Service application or via email. You acknowledge and agree that it is your sole responsibility to monitor the release of any amendments by regularly accessing the Platform and relevant Services and checking for such amendments and monitoring email. If you do object to the amendment, the amendment will not be binding, but your access to the Platform and Services will be suspended and will be required to be terminated as soon as is reasonably practicable.
31.2. Any amendment to these Terms and Conditions will come into effect on the date specified by Simplexx which will, in most cases, be at least five (5) Business Days after the notice of amendment has been issued. The amended Terms and Conditions will supersede any previous agreement between the Parties and shall govern your access to the Platform and receipt of Services after, or outstanding on, the date of the new Terms and Conditions coming into effect.
31.3. Should one or more provisions of these Terms and Conditions be or become invalid or unenforceable in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions. In place of any provisions which are invalid or not incorporated in these Terms and Conditions the relevant statutory provisions shall apply. In all other cases, the parties shall agree a valid provision to replace the invalid or unenforceable provision which reflects as closely as possible the original purpose.
32. CONTACT US & NOTICE.
32.1 If you have any questions about these Terms and Conditions, or if you would like to receive a hard-copy version of these Terms and Conditions, you can contact us at info@Simplexx.money.
32.2. If you are seeking to provide notice under these Terms and Conditions,
32.2.1. Unless otherwise indicated in these Terms and Conditions, all notices, consents and other documents authorised or required to be given by or pursuant to these Terms and Conditions must be given in writing and either personally served or sent by pre-paid registered letter or emailed as appropriate, unless otherwise mutually agreed by the Parties.
32.2.2. Receipt of Notice: a notice, request, consent or other authorised documentation will be deemed received only when actually received or delivered pursuant to Clause 32.2.1.
32.3. Address for Notice.
32.3.1. Simplexx’s address for notice shall be as follows:
32.3.1.1. by email to: legal@Simplexx.ca; and,
32.3.1.2. by post to: C/O Stuarts Corporate Services, 36A Dr. Roy’s Drive, Grand Cayman, Cayman Islands, KY1-1104
32.3.2. Your address for notice shall be the address as detailed in the completed Service Registration Form, as updated from time to time.
32.3.2. With respect to Clause 32.3.2, you shall be solely responsible for informing Simplexx of any address change for such service of notices. If you do not inform Simplexx of a change in your address for notice, and Simplexx subsequently serves a notice upon your previous address where Simplexx has complied with all requirements specified within this Agreement; said service shall constitute valid receipt of notice pursuant to Clause 32.2.2.
33. FEES.
33.1. Fees in respect of relevant Platforms and/or Services are as detailed in the Fee Schedule.
34. CONFIDENTIALITY
34.1. Each Party undertakes to apply to all Confidential Information disclosed in accordance with the provisions of these Terms and Conditions the same degree of care with which it treats and protects its own proprietary information against public disclosure and not to disclose any Confidential Information to any other party without the written consent of the other Party.
34.2. With respect to Clause 34.1, each Party acknowledges that disclosure of Confidential Information may be required by an applicable law, regulation or court order and the other Party herein releases the receiving Party from any breach as a result of such compelled disclosure pursuant to the terms of this Agreement.
34.3. With respect to Clause 34.1, you acknowledge that Simplexx may disclose information regarding your Account to the following persons:
34.3.1. Simplexx’s head office, parent corporation, subsidiaries and/or any other organisation with a common directorship;
34.3.2. consultants and advisors contracted by Simplexx with respect to the management or operation of Simplexx;
34.3.3. any rating agency, insurance provider or credit protection organisation; and
34.3.4. any court, tribunal or regulatory body with jurisdiction over Simplexx and/or you.
35. GENERAL
35.1. Publicity. You permit us to publicly mention you as our client on our web site and/or marketing materials.
35.2. Force Majeure. Except for any payment obligations you may have under these Terms and Conditions, neither Party shall be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, power failure or any other cause beyond its reasonable control.
35.3. Waiver. No waiver by either Party of any default by the other in the performance of any provisions of these Terms and Conditions shall operate as a waiver of any continuing or future default, whether of a like or different character.
35.4. Assignment. You shall not assign or transfer these Terms and Conditions without our prior written consent, and any attempted assignment or transfer shall be null and void and shall constitute a material breach of these Terms and Conditions. Simplexx may assign all or part of its rights and obligations under these Terms and Conditions at its discretion. On the effective date of any valid assignment pursuant to this Clause 35.4, the assignor shall be released from all obligations and liabilities arising under these Terms and Conditions or, in case of a partial assignment by Simplexx, from all obligations and liabilities arising from the parts of these Terms and Conditions that have been assigned.
35.5. Entire Agreement. These Terms and Conditions, taken together with (i) the completed Service Registration Form and (ii) applicable Schedules to these Terms and Conditions, represents the entire agreement between the Parties with respect to its subject matter and supersedes all previous agreements, representations, discussions, understandings or writings between the Parties with respect to its subject matter. In the event of a conflict or inconsistency between the terms of this Agreement, and the terms of any Service Registration Form or Schedule, these Terms and Conditions shall prevail.
35.6. Compliance with Applicable Law. You will comply with any and all laws, rules, regulations or orders applicable to your receipt of and use of the Platform and the Services.
35.7. Authority to Enter into the Terms and Conditions. The parties represent and warrant that they have all necessary power and authority to execute and perform these Terms and Conditions, and these Terms and Conditions are a legal, valid and binding agreement, enforceable against each Party in accordance with its terms.
35.8. Survival. All Clauses shall survive any termination of these Terms and Conditions.
35.9. Headings. The headings in these Terms and Conditions are intended for convenience of reference and shall not affect its interpretation.
35.10. If any provision of these Terms and Conditions (or any portion thereof) shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder of these Terms and Conditions shall not in any way be affected or impaired thereby.
35.11. The Parties to these Terms and Conditions are independent contractors, and nothing in these Terms and Conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party is an agent or representative of the other or is authorized to make any warranties or assume or create any other obligations on behalf of the other.
35.12. Counterparts. By indicating a particular Service within a Service Registration Form and then proceeding to use such Service the terms of the relevant Service Schedule shall be incorporated into and form part of the Terms and Conditions and your agreement with Simplexx. In the event of conflict with any other terms of the Terms and Conditions, shall prevail over such terms.
35.13. Telephone Recording. Simplexx may record and/or monitor incoming or outgoing communication, on any advertised, operated or related telephone numbers of Simplexx, under or in connection with these Terms and Conditions without any prior notice to you. Where a recording is made pursuant to this Clause 35.13, said recording shall be the sole property of Simplexx and evidence the truth of its contents. You acknowledge that it shall not be entitled to access, copy, compel delivery or otherwise, any recording whatsoever unless otherwise required by law.
35.14. You agree that, except as otherwise expressly provided in these Terms and Conditions, there shall be no third-party beneficiaries to these Terms and Conditions.
36. WAIVER.
36.1. Our rights under these Terms and Conditions may and only be waived in writing.
37. GOVERNING LAW.
37.1. These Terms and Conditions are governed by the laws of the United Kingdom and you agree to the exclusive jurisdiction of the courts of the United Kingdom, unless otherwise specified within a Schedule as appropriate. To the extent the law permits, these Terms and Conditions prevail to the extent they are inconsistent with any law.
