Terms of Service

 

Last Modified: August 8, 2018

 

1.     ACCEPTANCE OF TERMS

 

ELIX welcomes you to its online service (the "Service"). By using this Service, you are agreeing to the following Terms of Service ("TOS"), whether or not you are a registered customer of ELIX. The TOS may be updated from time to time without notice to you. However, you can always find the latest TOS at getelix.com/terms and should check regularly for updates and changes.

In addition, when using the Service, you shall be subject to any posted policies, guidelines or rules applicable thereto. All such policies, guidelines and rules are hereby incorporated by reference into the TOS. You further agree that, except as otherwise expressly provided in this TOS, there shall be no third party beneficiaries to this agreement.

IF YOU DO NOT AGREE TO THE CURRENT TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SERVICE, SINCE YOUR USE OF IT CONSTITUTES ACCEPTANCE OF ALL OF THE MOST CURRENT TERMS AND CONDITIONS FOR ITS USE.

2.      DESCRIPTION OF SERVICES

ELIX makes available a collection of resources to its registered and non-registered users (together as ‘Users’) as the Service. Registered users may take advantage of features to use advanced blockchain technology to secure, maintain and transfer contracts, offer their tokens or cryptocurrency for lending, as well as raise funds for issues important to them.

Unless explicitly stated otherwise, any new features which augment or enhance the Service, including without limitation the release of new ELIX properties, are subject to the then current TOS.

All users must abide by the TOS. If a user fails to follow any of the guidelines and/or rules of behavior, ELIX can discontinue their ability to use the site at any time. In addition, we have the right to delete any piece of Content, and provide comment on any topic or profile we find objectionable in our reasonable discretion.

You may only use ELIX’s Services for purposes expressly permitted by the TOS. As a condition of your use of ELIX, you represent and warrant to ELIX that you will not use the website and any Service for any purpose that is unlawful, offensive, and/or prohibited by this TOS.

The following activities are explicitly prohibited on our platform. However, this is a non-exhaustive list as any other illegal activity is also prohibited if it violates state or federal laws:

 

1.      Money laundering, including drug money or attempts at tax evasion.

 

2.   Financing or supporting terrorist actions.

 

We reserve the right to turn over any information required in connection with such activity to any authority as dictated by the law or at our discretion. We will do our best to ensure that no illegal activity occurs on our platform. Moreover, we reserve the right to ‘Know Our Customer’ and take any proactive measures to understand who our users are, particularly if there are any indications of nefarious or unpermitted activity. We shall flag suspicious activity and file suspicious activity reports as required by law.



3.      IMPORTANT DISCLAIMERS [1] 

 

ELIX IS NOT LIABLE FOR ANY SOFTWARE OR TOKEN BUGS, GLITCHES, OR LOSS OF FUNDS RESULTING FROM SOFTWARE OR TOKEN, USER ERROR, OR ANY OTHER FACTOR. ELIX IS NOT RESPONSIBLE FOR LOSS OF PRIVATE KEYS OR MISTAKES MADE BY USERS WHILE USING THE PLATFORM. ELIX DOES NOT CONTROL OR MANAGE USER TOKENS OR ETHER, AND THEREFORE IS NOT AN ESCROW, BROKER OR LENDING SERVICE. ELIX IS ALSO NOT RESPONSIBLE FOR ANY ISSUES RESULTING FROM DELAYS OR BUGS IN THE ELIX AND ETHEREUM (OR ‘ETHER’) NETWORK. ELIX PROVIDES ITS SERVICES AS INFORMATION PLATFORM, AND DOES NOT, AT ANY TIME, TAKE POSSESSION OF OR FACILITATE TOKENS TRANSFER (EITHER FOR THE PURPOSE OF FUNDRAISING OR USER TO USER LENDING) UNDER ANY OF THE USERS’ TRANSACTIONS.

 

ELIX IS NOT RESPONSIBLE FOR ANY LACK OF LIQUIDITY, PUBLIC TRADING VOLUME, OR CIRCULATION OF ELIX TOKENS. WHETHER ELIX TOKENS CONTINUE TO HAVE NONZERO VALUE OR NOT, ELIX IS NOT RESPONSIBLE FOR ANY SWINGS OR CHANGING IN TOKEN VALUE. LIKEWISE, SHOULD ELIX AS A COMPANY RUN OUT OF LIQUIDITY OR MEANS TO CONTINUE DEVELOPMENT, THE COMPANY IS NOT LIABLE FOR ANY VALUE CHANGES RELATED TO SUCH AN EVENT.

 

THE SERVICE IS PROVIDED "AS IS" AND ELIX ASSUMES NO RESPONSIBILITY FOR TIMELINESS, NON-DELIVERY, OR FAILURE TO STORE ANY COMMUNICATION, WRITING, IMAGE, OR PERSONALIZATION SETTINGS. ADDITIONALLY, ELIX PROVIDES INFORMATION WITHOUT WARRANTY OF ANY KIND AND AS SUCH, THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, OR RELIABILITY OF THE INFORMATION.

 

LASTLY, IT IS UNDERSTOOD BY ACCEPTING THESE TERMS THAT ELIX IS NEITHER A FINANCIAL INSTITUTION NOR A PROFESSIONAL LENDER AND THEREFORE NOT SUBJECT TO FINANCIAL OR LENDING REGULATIONS. ELIX IS MERELY A PLATFORM WHEREBY USERS CAN USE CRYPTOCURRENCY AND THE BLOCKCHAIN TECHNOLOGY TO FACILITATE THEIR TRANSACTIONS IF THEY SO CHOOSE.

 

4.      INDEMNITY

 

You agree to indemnify, defend, and hold ELIX, its subsidies, affiliates, officers, agents, and other partners and employees, harmless from any and all loss, cost, injury, liability, claims, damages, or demand of any kind, including actual attorney's fees and related costs, made by or arising out of your use of the Service in violation of these TOS and/or your violation of any rights of another or any applicable law, rule or regulation.

5.        MODIFICATION & TERMINATION OF THE SERVICE 

ELIX reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ELIX will not be liable to you or any third party for the consequences of any modification, suspension or discontinuance of the Service.

 

6.      THIRD PARTY INTERACTION

 

You agree not to, without the express prior written consent of ELIX in each instance: reproduce, duplicate, copy, sell, resell, or exploit, for any commercial or other purposes, any portion of the Service or content (including, but not limited to the ELIX token) or other information or materials of any kind that you do not own.

 

Intentional disruption or targeting of our services through our app or software protocols (‘APIs’) is prohibited.

 

 

As a creator:

 

As a creator, you allow ELIX to distribute your project information (‘Content’) and creator profile (‘Profile’) throughout our social and any other promotional channels. In addition, ELIX is allowed to distribute or share any links or publicly released content resulting from your work. Your Profile and Content may remain on our platform or social channels even if you stop using our services. If you have concerns about content or any of the above information, you can reach out to us at [email protected]

 

ELIX is not liable for any misuse of the platform by creators, or failure of creators to produce results related to their campaigns. Any user with an issue with a creator may bring the issue to the attention of ELIX, but they agree to take up any legal dispute with the creator themself, should they take action. They agree not to hold ELIX liable for any issue with a creator.

 

As a user:

 

To use our services, you must be at least 13 years old.

 

7.      ACCOUNTS

 

Any off-chain information stored via ELIX servers may be deleted or modified at the discretion of ELIX. ELIX is not required to give any reason for any such changes, but will notify users if we feel the need to. Although ELIX cannot remove any wallets and some information on the blockchain, ELIX reserves the right to remove any content on our platform.

 

8.      CAMPAIGNS

 

a.      No Control Over Refund. ELIX does not take control and possession of the pledged tokens. Therefore, ELIX does not have control over refund to contributors. Campaign owner and contributors are the only entities with control over the pledged tokens, and are solely responsible for any transfer or refund. A contributor should contact the campaign owner directly to request a refund. ELIX may at its discretion facilitate communications between a campaign owner and contributor, but we have no obligation to do so or to become involved in any way in any dispute.

b.      Communications Between Campaign Owners and Contributors. Once you have made a Contribution to a Campaign, the Campaign Owners may need to contact you to obtain additional information such as wallet address, specific preferences for a perk (if any), ask for your feedback on the campaign or the perk. Campaign Owners should not ask for information that is not required to fulfill their obligations and should not request unnecessary sensitive personal information.

 

c.      Taxes are Your Responsibility. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Perks for tax purposes.

 

d.      Legal Compliance is Your Responsibility. Campaign owners are solely responsible for determining and complying with any and all legal compliance needs, including, for example, without limitation, securities law compliance.

e.      When a contributor makes a contribution to a campaign, contributor understands that the following rules and terms apply.

 

f.       Voluntary Contributions. All contributions are made voluntarily and at the sole discretion and risk of the contributor. ELIX does not guarantee that contributions will be used as promised, that campaign owners will deliver anything, or that the campaign will achieve its goals. ELIX also does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any campaign, or Contribution, or the truth or accuracy of user content posted on the Services.

 

g.      We Do Not Endorse Any User Content. While ELIX supports the creation of campaigns, we only provide the application for Users to interact. We do not pre-screen any campaigns or endorse any user content on our site.

h.      We May Remove User Content In Our Discretion. If you see User content that violates these Terms, then let us know and we may remove it. Removing content or terminating accounts is not an action we take lightly and we may take as much time as we deem necessary, in our sole discretion, to investigate and determine if User content should be removed. We do not communicate our reasons for removing, or keeping, User content on the application.

i.        We Do Not Provide Tax Or Legal Advice To Users. Users are solely responsible for determining how the tax laws, securities law, or any other laws, apply to running a campaign, contributing to a campaign, or utilizing any of the Services.

j.        We Do Not Become Involved In Legal Disputes Between Users. Though we may facilitate discussions between Users who have disputes with each other, ELIX takes no responsibility and does not have any liability for any disputes or violations of agreements between any Users, including between campaign owners and contributors.

k.      You Are Responsible For Your Campaigns, Even If You Engage Our Help. [2]  ELIX may offer services to Users, including without limitation, helping with drafting campaign content, assisting with the design of campaigns, and referring vendors and other service providers to campaign owners. Such services will be subject to separate agreement between campaign owners and ELIX. Even if we help with your campaign, campaign owners remain solely responsible for the campaign and must comply with all obligations herein as the only responsible party for the campaign.

 

9.      PRIVACY

 

By using our app, you agree to let ELIX collect and keep the information shown in the ELIX Privacy Policy. Although we will do our best protect our users privacy, certain private or personally identifiable information such as emails for backer rewards will be kept on private server(s). Please take the time to read the privacy policy in detail to learn exactly what information we collect when you use our services. The most current version of the Privacy Policy is available on the ELIX website at getelix.com/privacy-policy

 

10.   INTELLECTUAL PROPERTY

 

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is the property of ELIX and its licensors, and is protected by applicable intellectual property and other laws. No rights or title of to any of the Software used in connection with any Service is provided, transferred or assigned to you. You further acknowledge and agree that content contained in advertisements or information presented to you through the Service or advertisers is protected by copyright, trademarks, service marks, patent, privacy, and/or other proprietary rights and laws. Except as expressly authorized by ELIX or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or Software, in whole or in part, at any time. You also acknowledge ELIX's exclusive rights in the ELIX trademark and service mark. Trademarks, service marks, logos, and copyrighted works appearing on ELIX are the property of ELIX or the party that provided such intellectual property to ELIX. ELIX and any party that provides intellectual property to ELIX retain all rights with respect to any of their respective intellectual property appearing on ELIX, and no rights in such materials are transferred or assigned to you, in whole or in part, at any time.

 

 

11.   PLATFORM FEES

 

ELIX reserved the right to change or adjust its platform fees at any time. ELIX also reserves the right to change our monetization strategy or business model at any time. In all cases, we will notify users and creators within the app prior to any change.

 

12.   GOVERNING LAW

 

You agree that all matters relating to your access to or use of the site and app, including all disputes, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Santa Clara County, California, and waive any objection to such jurisdiction or venue. In the event of any controversy or dispute between ELIX and you arising out of or in connection with your use of the Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to arbitration.

13.   DISPUTE RESOLUTION, ARBITRATION & CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

We encourage you to contact us if you have an issue, as most issues can be resolved without the involvement of a court or arbitrator. If negotiations do not resolve any disputes relating to your use of ELIX or these Terms, you and we agree to submit the dispute to arbitration. The only exceptions to arbitration are (1) for intellectual property claims alleging misuse, Infringement, or misappropriation of intellectual property; (2) for claims falling within the jurisdiction of small claims court; and (3) where you have opted out of arbitration in accordance with these Terms.

This arbitration must be administered by JAMS under the JAMS Streamlined Arbitration Rules & Procedures. Judgment on the arbitration award may be entered in any court with jurisdiction. Arbitrations may only take place on an individual basis. No class arbitrations or other grouping of parties is allowed. By agreeing to these terms you are waiving your right to trial by jury or to participate in a class action or representative proceeding; we are also waiving these rights. If this prohibition of class arbitrations or other grouping of parties is deemed unenforceable, then this entire "Dispute Resolution, Arbitration and Class Action Waiver" shall be deemed void and severed from the Terms. We follow the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness for all arbitrations done under these terms. Among other things, this means that if you initiate an arbitration against us, you will be required to pay a $250 filing fee, and ELIX will pay for the other fees, including arbitrator fees. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. It also means that the arbitration will be held in the county in which you live, or any other location we agree upon. If you do not live in the United States, however, you agree to initiate arbitration in Santa Clara County, California. If any portion of these terms do not follow that standard, that portion is severed from these terms.

To file an arbitration, you must: (a) submit a Demand for Arbitration and $250 in filing fees to JAMS; and (b) send one copy of the Demand for Arbitration to ELIX at 855 El Camino Real Ste 13A-224 Palo Alto, CA 94301-2326 , ATTN: Legal Department.

ELIX will provide thirty (30) days' notice of any changes to this section by updating these Terms, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted the Site or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this paragraph is not enforceable or valid, then this subsection shall be severed from the section entitled "Dispute Resolution, Arbitration and Class Action Waiver," and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.

This "Dispute Resolution, Arbitration and Class Action Waiver" sectionshall survive any termination of your account, these Terms, or the Services.

14.   DISCLAIMER OF WARRANTIES

The use of the Service is at your sole risk. The Service is provided on an "as is" and "as available" basis. ELIX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ELIX MAKES NO WARRANTY THAT (1) THE SERVICE WILL MEET YOUR REQUIREMENTS, (2) THE SERVICE WILL BE UNINTERRUPTED, TIMELY SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICE WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH YOUR USE OF THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (5) THAT THE SOFTWARE WILL BE ERROR-FREE AND/OR ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

No advice or information, whether oral or written, obtained by you from ELIX or through or from the Service shall create a warranty not expressly stated in these TOS.

15.     LIMITATION OF LIABILITY

You expressly understand and agree that ELIX will not be liable to you for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if ELIX has been advised of the possibility of such damages or such damages were reasonably foreseeable, resulting from the use or the inability to use the Service, Unauthorized access to or alteration of your transmissions or data, statements or conduct of any third party including advertisers on the Service, the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service, and/or any other matter relating to the Service. In no event will ELIX be liable to you for any amount of money over One Hundred U.S. Dollars ($100.00), which you acknowledge to be a fair and reasonable sum in the event of any loss by you of any kind.