Terms & Conditions
PLEASE READ THE ENTIRETY OF THESE TERMS AND CONDITIONS CAREFULLY!
You must read this Terms and Conditions agreement (also the “Terms and Conditions”, or just “Terms”) in full before entering into this agreement by means of participating in Primex Event as described below and/or making use of Whitepaper and any and all information available on the website(s) of Primex Event in its legal and factual entirety (also the “Primex”) outlined in the Whitepaper (the “Whitepaper”) located at http://yoursites.eu (“Website“). This Terms and Conditions also apply to the Whitepaper and any and all information available on the Website. The contents of this Terms and Conditions outline the terms and conditions applicable to you as Primex participator in connection with (i) your use of the Whitepaper and of any and all information available on the Website; and (ii) your participation in Primex, in each case in addition to any other terms and conditions that we may publish from time to time relating to the Whitepaper, the Website and Primex. This Terms and Conditions agreement may be updated from time to time and will separately or within a single document be published as part of the latest version of the Whitepaper which shall be available on the Website and from the time of publishing of the update it automatically shall be binding to Primex participants. You shall be obliged to read in full the latest available version of the Whitepaper available on the Website prior to participating in Primex.
The information set forth in this Terms and Conditions may not be exhaustive and does not imply any elements of a contractual relationship. While we take reasonable care to ensure that all information: (i) in the Whitepaper; and (ii) available on the Website (all the information in the Whitepaper and all information available on the Website hereinafter referred to as the “Available Information“) is accurate and up to date, such material in no way constitutes professional advice. Individuals intending to participate in Primex should seek independent professional advice prior to acting on any of the Available Information.
MAJOR LEGAL ISSUES
Primex has used reasonable endeavors to approach the token generation event in a responsible and sensible manner. Given the legal uncertainty concerning blockchain technologies businesses and activities in a number of jurisdictions, Primex has spent time and resources to consider its business approach and where it proposes to operate now and in the future. As such, it is possible that Primex tokens (the “Tokens”, or “PMX Tokens”) described in the Whitepaper may comprise a security in your jurisdiction or the offer for generation by Primex of the Tokens in your jurisdiction may be a regulated or prohibited activity. Primex accepts no responsibility or liability to you in these or any other circumstances. You are strongly advised to take independent legal advice in respect of the legality in your jurisdiction of your participation in Primex and acquisition of Tokens.
Having been structured under British overseas territory – Gibraltar laws Primex will use reasonable commercial endeavors to comply with all regulations and, to the extent reasonably practicable with the regulations of other jurisdictions that it is able to. However, due to the current uncertain state of regulation relating to blockchain technology and Primex across the world, Primex cannot guarantee the legality of Primex or the future project to be developed as envisaged by the Available Information or Primex ability to develop, structure and license any future Token functionality in every jurisdiction but Primex will use reasonable commercial endeavors to be responsive and compliant in the face of any regulatory inquiry.
The Tokens are functional utility tokens designed for use only on Primex project that is yet to be fully developed and which will be strictly used as an intermediary marketplace venue for users by means of providing users with a platform where they could sell their goods in exchange for Tokens, noting that such intermediary platform will not be used as money exchange, financial market or in any other ways involve use of fiat currencies. The Tokens are not securities or any other financial instruments. Primex is not taking any steps during the token generation event to make the Tokens exchangeable on any regulated or unregulated or primary or secondary market. In the event that you acquire Tokens they cannot be refunded or exchanged. Primex does not recommend acquisition of Tokens for speculative and/or investment purposes. Tokens do not entitle you to any equity, governance, voting or similar right or entitlement in Primex or in any of its affiliated companies. Tokens are sold as digital products, similar to downloadable software, digital music and the like. Primex does not recommend that you acquire Tokens unless you have prior experience with cryptographic tokens, blockchain-based software unless you have taken independent professional advice.
Primex may choose to make the Available Information accessible in a number of different languages. In the event of any conflict between the English version of the Available Information and any foreign language version, the English language version will prevail.
BY PARTICIPATING IN PRIMEX YOU ALSO UNDERSTAND AND IRREVOCABLY AGREE WITH THE FOLLOWING
PLEASE NOTE THAT THESE TERMS AND CONDITIONS AGREEMENT CONSTITUTE AN INTEGRAL PART OF PMX PRIMEX EVENT AND ITS WHITEPAPER, AND BY PARTICIPATING IN PMX PRIMEX EVENT YOU FULLY AND IRREVOCABLY ACCEPT AND AGREE TO BE BOUND BY TERMS OF WHITEPAPER AND THE SET OUT BELOW TERMS AND CONDITIONS.
PLEASE NOTE THAT DUE TO BUSINESS RISKS ASSOCIATED WITH PRIMEX TOKEN GENERATION EVENT YOU MAY LOSE ALL YOUR ASSETS THAT YOU SPEND ACQUIRING PMX TOKENS. IN THE EVENT THAT YOU ACQUIRE TOKENS, YOUR TOKENS CANNOT BE REFUNDED OR EXCHANGED.
THERE IS NO GUARANTEE THAT THE UTILITY OF THE PMX TOKENS OR THE PROJECT DESCRIBED IN PRIMEX WHITEPAPER WILL BE DELIVERED.
YOU ARE WAIVING YOUR RIGHTS BY AGREEING TO THESE TERMS AND CONDITIONS AND PARTICIPATING IN PRIMEX. BY PARTICIPATING IN PRIMEX EVENT YOU AGREE TO HAVE NO RECOURSE, CLAIM, ACTION, JUDGEMENT OR REMEDY AGAINST PRIMEX IF THE UTILITY OF THE PMX TOKENS OR IF THE PROJECT DESCRIBED IN WHITEPAPER IS NOT DELIVERED OR REALISED.
IF YOU ARE UNCERTAIN AS TO ANYTHING IN WHITEPAPER OR YOU ARE NOT PREPARED TO LOSE ALL YOUR ASSETS THAT YOU SPEND ACQUIRING PMX TOKENS. WE STRONGLY URGE YOU NOT TO ACQUIRE ANY PMX TOKENS.
WE RECOMMEND YOU CONSULT LEGAL, FINANCIAL, TAX AND OTHER PROFESSIONAL ADVISORS OR EXPERTS FOR FURTHER GUIDANCE BEFORE PARTICIPATING IN PRIMEX OUTLINED IN WHITEPAPER. YOU ARE STRONGLY ADVISED TO TAKE INDEPENDENT LEGAL ADVICE IN RESPECT OF THE LEGALITY IN YOUR JURISDICTION OF YOUR PARTICIPATION IN PRIMEX BECAUSE BY PARTICIPATING IN PMX PRIMEX EVENT YOU UNCONDITIONALLY INDEMNIFY AND HOLD HARMLESS PRIMEX WITH REGARD TO ANY HARM AND/OR LOSSES.
PMX TOKENS ARE NOT SHARES OR SECURITIES OF ANY TYPE. THEY DO NOT ENTITLE YOU TO ANY OWNERSHIP OR OTHER INTEREST IN PRIMEX. THEY ARE MERELY A MEANS BY WHICH YOU MAY BE ABLE TO USE SERVICES AND PRODUCTS ON A PLATFORM THAT IS YET TO BE DEVELOPED. THERE IS NO GUARANTEE THAT THE PLATFORM WILL ACTUALLY BE DEVELOPED.
Citizens, nationals, residents (tax or otherwise), green card holders and/or Restricted Persons of any Restricted Jurisdiction are not permitted to participate and are expressly prohibited from participating in Primex.
The term “Restricted Jurisdiction” means and includes: (i) the United States of America; (ii) the People’s Republic of China; (iii) South Korea; (iv) North Korea; (v) Libya; (vi) Syria; (vii) Lebanon; (viii) Iran; (ix) Pakistan; (x) Canada; (xi) Bangladesh; (xii) Bolivia, (xiii) Ecuador, (xiv) Kyrgyzstan; (xv) Morocco, (xvi) Nepal (xvii) Israel or (xviii) any other jurisdiction which prohibits or requires any supervision oversight licensing regulatory compliance legal compliance and/or prior approval from any regulatory (or similar) authority or body or form any monetary or securities body or authority for:
(a) the possession, dissemination or communication of the Available Information; and/or
(b) the participation in Primex and/or the acquisition of Tokens and/or the offer for Generation of the Tokens or any similar activity or product.
The term “Restricted Persons” refers to any firm, Primex, partnership, trust, corporation, entity, government, state or agency of a state or any other incorporated or unincorporated body or association, association or partnership (whether or not having separate legal personality) that is established and/or lawfully existing under the laws of a Restricted Jurisdiction (including in the case of United States of America, under the federal laws of the United States of America or under the laws of any of its States).
The Tokens are not intended to constitute, and shall not constitute, investment instruments, equities or securities (of any nature whatsoever) in any jurisdiction. The Whitepaper does not constitute a prospectus or offer document of any sort and the Available Information is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. Primex does not provide any opinion or any advice to acquire, sell, or otherwise transact with Tokens and the presentation, publication or communication of all or any part of the Available Information shall not form the basis of, or be relied upon in connection with, any contract or investment decision.
No part of the Available Information should be considered to be business, legal, financial or tax advice regarding Primex, the Tokens or any of the matters to which all or any part of the Available Information relates. You should consult your own legal, financial, tax or other professional advisor regarding the Available Information. You should be aware that you may be required to bear the economic risks of any acquisition of Tokens for an indefinite period of time.
LIMITATION OF LIABILITY
In no event shall Primex, its owners, beneficiaries or any current or former employees, officers, directors, partners, trustees, representative, agents, advisors, contractors, or volunteers of Primex (hereinafter the “Primex Representatives“) be responsible or accountable or liable in any way whatsoever to any acquirer of Tokens for any loss of profits or otherwise or for any lost savings or for any incidental direct indirect special or consequential damages in each case arising out of or from or in connection with:
(i) any failure by Primex or any of its affiliated companies to deliver or realize all or any part of the project or the platform or the membership network or the Token features described in or envisaged by the Available Information;
(ii) your use or inability to use at any time the services or the products or the platform or the membership network or Tokens offered by Primex;
(iii) the breach of any of these Terms by Primex or by Primex Representatives or by you or by any third party;
(iv) any security risk or security breach or security threat or security attack or any theft or loss of data including but not limited to hacker attacks, losses of password, losses of private keys, or anything similar;
(v) mistakes or errors in code, text, or images involved in Primex or in any of the Available Information; or
(vi) any information contained in or omitted from the Available Information;
(vii) any expectation promise representation or warranty arising (or purportedly arising) from the Available Information;
(viii) the volatility in pricing of Tokens in any countries and/or on any exchange or market (regulated, unregulated, primary, secondary or otherwise);
(ix) the acquire, use, Generation, reGeneration, redemption or otherwise of the Tokens; or
(x) your failure to properly secure any private key to a wallet containing Tokens,
(collectively, the “Excluded Liability Matters“).
The Available Information (including the Website and the Whitepaper) and the Tokens are provided on an “as is” basis and without any representations or warranties of any kind, either express or implied. You assume all responsibility and risk with respect to your use of the Available Information and acquiring of any number of Tokens and their use. If applicable law does not allow all or any part of the above limitation of liability to apply to you, the limitations will apply to you only to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, you hereby irrevocably and unconditionally waive: (i) all and any claims (whether actual or contingent and whether as an employee, office holder, trustee, agent, principal or in any other capacity whatsoever or howsoever arising) including, without limitation, claims for or relating to the Excluded Liability Matters, any payment or repayment of the assets exchanged for Tokens, indemnity or otherwise that you may have against Primex or against any of Primex Representatives; and (ii) release and discharge Primex and all of Primex Representatives from any and all liability (of whatsoever nature or howsoever arising) it or they may have to you. If for any reason you hereafter bring or commence any action or legal proceeding in respect of any claim purported to be released and discharged pursuant to this paragraph or these Terms and Conditions, or otherwise attempt to pursue any such claim against Primex or any Primex Representative then you hereby irrevocably and unconditionally undertake to indemnify, and keep indemnified Primex and all Primex Representatives fully on demand from and against:
(a) all liabilities or losses suffered by Primex or any Primex Representative; and
(b) all reasonable costs, charges and reasonable expenses (including without limitation reasonable legal costs and expenses) reasonably and properly incurred by Primex or any Primex Representative,
in each case by reason of or in connection with the bringing or commencement of such action or pursuit of such claim by you.
If any provision or part-provision of this Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Terms and Conditions shall not affect the validity and enforceability of the rest of this Terms and Conditions.
NO REPRESENTATION & WARRANTIES BY PRIMEX
Notwithstanding any other provision of these Terms or any statement made expressly or impliedly in the Available Information, Primex does not make or purport to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to any entity or person, including any representation warranty undertaking or covenant in relation to the truth, accuracy and completeness of any of the information set out in the Available Information.
BY PARTICIPATING IN PRIMEX, YOU REPRESENT AND WARRANT THAT
By howsoever accessing and/or accepting possession or communication of all or any part of the Available Information, you represent and warrant (and shall be deemed to represent and warrant) to Primex on the date of such access or on the latest date on which you retain possession of all or any part of the Available Information as follows:
(a) you are over 18 (eighteen) years of age;
(b) you agree and acknowledge that the Tokens do not constitute shares or equities or securities or financial instruments or investments in any form in any jurisdiction;
(c) you agree and acknowledge that the Available Information (including the Whitepaper and the Website) does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities in any jurisdiction or a solicitation for investment in securities and you are not bound to enter into any contract or binding legal commitment and no cryptocurrency or other form of payment is to be accepted on the basis of the Available Information;
(d) you agree and acknowledge that no regulatory authority has examined or approved of the Available Information, no action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction and the publication, distribution or dissemination of all or any part of the Available Information to you does not imply that the applicable laws, regulatory requirements or rules have been complied with;
(e) you agree and acknowledge that the Available Information, the undertaking and/or the completion of Primex, or future trading of the Tokens on any exchange or market (regulated, unregulated, primary, secondary or otherwise), shall not be construed, interpreted or deemed by you as an indication of the merits of Primex, the Tokens, Primex or the Available Information;
(f) the distribution or dissemination of the Available Information any part thereof or any copy thereof, or acceptance of the same by you, is not prohibited or restricted by the applicable laws, regulations or rules in your jurisdiction, and where any restrictions in relation to possession are applicable, you have observed and complied with all such restrictions at your own expense and without liability to Primex;
(g) you agree and acknowledge that in the case where you wish to acquire any Tokens, the Tokens are not to be construed, interpreted, classified or treated as:
(i) any kind of currency or commodity;
(ii) debentures, stocks or shares issued by any person or entity (whether Primex or otherwise);
(iii) rights, options or derivatives in respect of such debentures, stocks or shares;
(iv) rights under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss;
(v) units in a collective investment scheme;
(vi) units in a business trust;
(vii) derivatives of units in a business trust;
(viii) any other security or class of securities; or
(ix) any type of investment;
(h) you are fully aware of and understand that you are not eligible to acquire any Tokens or access the Available Information if you are a citizen, national, resident (tax or otherwise) and/or green card holder of a Restricted Jurisdiction or if you are a Restricted Person as defined above;
(i) you have a decent degree of understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of cryptocurrencies, blockchain-based software systems, cryptocurrency wallets or other related token storage mechanisms, blockchain technology and smart contract technology;
(j) you are fully aware and understand that in the case where you wish to acquire any Tokens, there are risks associated with: (A) Primex and its business and operations; (B) the Tokens; (C) Primex; and (D) relying or acting on all or any part of the Available Information;
(k) you agree and acknowledge that Primex is not liable for any direct indirect special incidental consequential or other losses of any kind in tort contract or otherwise (including but not limited to loss of revenue income or profits or loss of use or data or loss of reputation or loss of any economic or other opportunity of whatsoever nature or howsoever arising) arising out of or in connection with any acceptance of or reliance on the Available Information or any part thereof by you; and
(l) all of the above representations and warranties are true, complete, accurate and not misleading from the time of your last access to and/or possession of (as the case may be) the Available Information.
All statements contained in the Available Information, statements made in any press releases or in any place accessible by the public and oral statements that may be made by Primex or Primex Representatives (as the case may be), that are not statements of historical fact, constitute “forward looking statements”. Some of these statements can be identified by forward-looking terms such as “aim”, “target”, “anticipate”, “believe”, “could”, “estimate”, “expect”, “if’, “intend”, “may”, “plan”, “possible”, “probable”, “project”, “should”, “would”, “will” or other similar terms. However, these terms are not the exclusive means of identifying forward-looking statements. All statements regarding Primex financial position, business strategies, plans and prospects and the future prospects of the industry which Primex is in are forward-looking statements. These forward-looking statements, including but not limited to statements as to Primex revenue profitability and growth, expected revenue profitability and growth, prospects, future plans, other expected industry trends and other matters discussed in the Available Information regarding Primex are matters that are not historic facts, but only estimations and predictions. Primex makes no representation or warranty on having made any predictions or estimates or expectations on the basis of any formula, any mathematical or scientific modelling or forecast, or having made any due and proper enquiries or having undertaken any independent research or studies or otherwise. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual future results, performance or achievements of Primex to be materially different from any future results, performance or achievements expected, expressed or implied by such forward-looking statements. These factors include, amongst others:
(a) changes in legal political social economic and stock or cryptocurrency market conditions and the regulatory environment in the countries in which Primex conducts its business and/or its operations;
(b) the risk that Primex may be unable or execute or implement its business strategies and future plans;
(c) changes in interest rates and exchange rates of fiat currencies and cryptocurrencies;
(d) changes in the anticipated growth strategies and expected internal growth of Primex;
(e) changes in the availability and fees payable to Primex in connection with its business and operations;
(f) changes in the availability and salaries of employees who are required by Primex to operate its business and operations;
(g) changes in preferences of customers of Primex;
(h) changes in competitive conditions under which Primex operates, and the ability of Primex to compete under such conditions;
(i) changes in the future capital needs of Primex and the availability of financing and capital to fund such needs;
(j) war or acts of international or domestic terrorism;
(k) occurrences of catastrophic events, natural disasters and acts of God that affect the businesses and/or operations of Primex;
(l) other factors beyond the control of Primex; and
(m) any risk and uncertainties associated with Primex and its business and operations, the Tokens, Primex and reliance on all or any part of the Available Information.
All forward-looking statements made by or attributable to Primex or Primex Representatives are expressly qualified in their entirety by such factors. Given that risks and uncertainties that may cause the actual future results, performance or achievements of Primex to be materially different from that expected, expressed or implied by the forward-looking statements in the Available Information, undue reliance must not be placed on these statements.
These forward-looking statements are applicable only as of the later of the date of publication of the Whitepaper and the latest date that the Website has been updated. Neither Primex nor Primex Representatives nor any other person represents, warrants and/or undertakes that the actual future results, performance or achievements of Primex will be as discussed in those forward-looking statements. The actual results, performance or achievements of Primex may differ materially from those anticipated in these forward-looking statements.
Nothing contained in the Available Information is or may be relied upon as a promise, representation or undertaking as to the future performance or policies of Primex. Further, Primex disclaims any responsibility to update any of those forward-looking statements or publicly announce any revisions to those forward-looking statements to reflect future developments, events or circumstances, even if You should carefully consider and evaluate each of the following risk factors and all other information contained in these Terms before deciding to participate in Primex. To the best of Primex knowledge and belief, all risk factors which are material to you in making an informed judgment to participate in Primex have been set out below. If any of the following considerations, uncertainties or material risks develops into actual events, the business, financial position and/or results of operations of Primex and the maintenance and level of usage of the Tokens could be materially and adversely affected. In such cases, the trading price of Tokens (in the case where they are listed on an exchange or market (regulated, unregulated, primary, secondary or otherwise)) could decline due to any of these considerations, uncertainties or material risks, and you may lose all or part of your Tokens or the economic value thereof.
RISKS OF PRIMEX
There is no prior market for Tokens and Primex may not result in an active or liquid market for the Tokens. In the event that Primex ever decides to seek the approval for availability of the Tokens for trading on a cryptocurrency exchange or market, there is no assurance that such approval will be obtained. Furthermore, even if such approval is granted by a cryptocurrency exchange, there is no assurance that an active or liquid trading market for the Tokens will develop, or if developed, will be sustained after the Tokens have been made available for trading on such market. There is also no assurance that the market price of the Tokens will not decline below the original or issue Acquisition Price (the “Acquisition Price“). The Acquisition Price may not be indicative of the market price of the Tokens after they have been made available for trading on a market. A Token is not a currency issued by any central bank or national, supra-national or quasi-national organization, nor is it backed by any hard assets or other credit nor is it a commodity in the traditional sense of that word. Primex is not responsible for, nor does it pursue, the circulation and trading of Tokens on any market. Trading of Tokens will merely depend on the consensus on its value between the relevant market participants. No one is obliged to acquire any Token from any holder of the Token, including the acquirers, nor does anyone guarantee the liquidity or market price of Tokens to any extent at any time. Furthermore, Tokens may not be resold to acquirers who are citizens, nationals, residents (tax or otherwise) and/or green card holders of Restricted Jurisdictions or to Restricted Persons or to acquirers in any other jurisdiction where the acquisition of Tokens may be in violation of applicable laws. Accordingly, Primex cannot ensure that there will be any demand or market for Tokens, or that the Acquisition Price is indicative of the market price of Tokens after they have been made available for trading on any cryptocurrency exchange or market.
Future Generations or issuance of the Tokens could materially and adversely affect the market price of Tokens. Any future Generation or issuance of the Tokens would increase the supply of Tokens in the market and this may result in a downward price pressure on the Token. The Generation or distribution of a significant number of Tokens outside of Primex (including but not limited to the Generations of Tokens undertaken after the completion of the initial crowd Generation, issuance of Tokens to persons other than acquirers for purposes of community initiatives, business development, academic research, education and market expansion and issuance of Tokens as a reward to users of Primex project that is yet to be developed or otherwise), or the perception that such further Generations or issuance may occur, could adversely affect the trading price of the Tokens.
Negative publicity may materially and adversely affect the price of the Tokens. Negative publicity involving Primex, Primex that is yet to be developed, the Tokens or any of the key personnel of Primex and/or regulation of blockchain technologies, cryptocurrencies and/or crowd Generations of tokens in any jurisdiction, may materially and adversely affect the market perception or market price of the Tokens, whether or not it is justified.
There is no assurance of any success of Primex or project that is yet to be fully developed as envisaged by the Available Information. The value of, and demand for, the Tokens hinges heavily on the performance of Primex and project that is yet to be developed and the continuous active engagement of its users and success of its contemplated business lines. There is no assurance that Primex will be successful or that its project that is yet to be developed will gain or continue to gain traction. While Primex has made every effort to provide a realistic estimate, there is also no assurance that the cryptocurrencies raised in Primex will be sufficient for the development of Primex project. For the foregoing or any other reason, the development of Primex project and launch of the anticipated Token functionality may not be completed and there is no assurance that it will be launched at all. As such, distributed Tokens may hold little or no worth or value and this would impact any trading price and/or use of the Tokens.
The funds raised in Primex are exposed to risks of theft. Primex will make every effort to ensure that the funds received from Primex will be securely held in a multisignature wallet, which is a multi-signature address with access thereto by private keys held by reputable and trusted parties. Further, Primex may make every effort to ensure that the funds received by it from Primex will be securely held through the implementation of security measures. Notwithstanding such security measures, there is no assurance that there will be no theft of the cryptocurrencies as a result of hacks, sophisticated cyber-attacks, distributed denials of service or errors, vulnerabilities or defects on Primex website, in the smart contract(s) on which the multisignature wallet and Primex relies, on the Ethereum blockchain or any other blockchain, or otherwise. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. In such event, even if Primex is completed, Primex may not be able to receive the cryptocurrencies raised and Primex may not be able to use such funds for the development of Primex project. In such case, the launch of Primex project might be temporarily or permanently curtailed. As such, distributed Tokens may hold little worth or value and this would impact their trading price.
NO OFFER OF SECURITIES
The Whitepaper does not constitute a prospectus or offer document of any sort and is not intended to constitute an offer of securities or a solicitation for investment in securities in any jurisdiction. No person is bound to enter into any contract or binding legal commitment and no Etherium or other form of consideration for participation in Primex is to be accepted on the basis of all or any part of the Available Information. Any agreement in relation to any Generation and acquire of Tokens is to be governed by the terms and conditions of such agreement and no other document. In the event of any inconsistencies between the terms and conditions of that agreement and the Available Information, those terms and conditions shall prevail. You are not eligible to acquire any Tokens in Primex if you are a citizen, resident (tax or otherwise) or green card holder of a Restricted Jurisdiction or you are a Restricted Person. No regulatory authority has examined or approved of any of the Available Information. No such action has been or will be taken under the laws, regulatory requirements or rules of any jurisdiction. The publication, distribution or dissemination of the Available Information does not imply that the applicable laws, regulatory requirements or rules have been complied with.
RISKS RELATING TO PRIMEX
Primex project that is yet to be developed.
Any events or circumstances which adversely affect Primex or any of its successor or affiliated operating entities may have a corresponding adverse effect on Primex project that is yet to be developed, including but not limited to the development, structuring and launch of Primex project. Such adverse effects would correspondingly have an impact on the utility, liquidity, and the trading price of the Tokens.
Primex may be materially and adversely affected if it fails to effectively manage its operations as its business develops and evolves, which would have a direct impact on its ability to develop, maintain or operate Primex project and/or develop, structure and/or license any Token functionality.
The industries in which Primex competes have grown rapidly over the past few years and continue to evolve in response to new technological advances, changing business models, shifting regulations and other factors. As a result of this constantly changing environment, Primex may face operational difficulties in adjusting to the changes, and the sustainability of Primex will depend on its ability to manage its operations, ensure that it hires qualified and competent employees, and provides proper training for its personnel. As its business evolves, Primex must also expand and adapt its operational infrastructure. Primex business will in part rely on its blockchain-based software systems or other related token storage mechanisms, blockchain technology and smart contract technology. All of these systems, tools, and skill sets represent complex, costly, and rapidly changing technical infrastructure. In order to demonstrate continued ability to effectively manage technical support infrastructure for Primex project that is yet to be developed and the future functionality of the Tokens, Primex will need to continue to upgrade and improve its data systems and other operational systems, procedures, and controls. These upgrades and improvements will require a dedication of resources and are likely to be complex and increasingly rely on hosted computer services from third parties that Primex does not or will not control. If Primex is unable to adapt its systems and organization in a timely, efficient, and cost-effective manner to accommodate changing circumstances, its business, financial condition and/or results of operations may be adversely affected. If the third parties whom Primex relies on are subject to a security breach or otherwise suffer disruptions that impact the services Primex uses, the integrity and availability of its internal information could be compromised, which may consequently cause the loss of confidential or proprietary information and/or economic loss. The loss of financial, labor or other resources, and any other adverse effect on Primex business, financial condition and/or operations, would have a direct adverse effect on Primex ability to develop maintain or operate Primex project and/or to develop, structure and/or license the anticipated Token functionality. Any adverse effects affecting Primex business or technology are likely to also adversely impact the utility and/or other qualities of the Tokens.
Primex may experience system failures, unplanned interruptions in its network or services, hardware or software defects, security breaches or other causes that could adversely affect Primex infrastructure network, and/or Primex project that is yet to be developed.
Primex is not able to anticipate when there would be occurrences of hacks, cyber-attacks, distributed denials of service or errors, vulnerabilities or defects in: Primex project that is yet to be developed, in the smart contracts on which Primex or Primex project relies, or on the Ethereum or any other blockchain. Such events may include, for example, flaws in programming or source code leading to exploitation or abuse thereof. Primex may not be able to detect such hacks, cyber-attacks, distributed denials of service errors vulnerabilities or defects in a timely manner, and may not have sufficient resources to efficiently cope with multiple service incidents happening simultaneously or in rapid succession. Primex network or services, which would include Primex project that is yet to be developed and, if successfully structured, developed, licensed and launched, the Token functionality, could be disrupted by numerous events, including natural disasters, equipment breakdown, network connectivity downtime, power losses, or even intentional disruptions of its services, such as disruptions caused by software viruses or attacks by unauthorized users, some of which are beyond Primex control. There can be no assurance that cyber-attacks, such as distributed denials of service, will not be attempted in the future or that Primex security measures will be effective. Primex may be prone to attacks on its infrastructure intended to steal information about its technology, financial data or user information or take other actions that would be damaging to Primex and/or holders of the Tokens. Any significant breach of Primex security measures or other disruptions resulting in a compromise of the usability, stability, and security of Primex project that is yet to be developed may adversely affect the utility, liquidity and/or trading price of the Tokens. Primex may in the future be dependent in part on the location and data center facilities of third parties. Primex future infrastructure network may be established in whole or in part through servers which it owns and/or houses at the location facilities of third parties, and/or servers that it rents at data center facilities of third parties. If Primex is unable to renew its data facility leases on commercially reasonable terms or at all, Primex may be required to transfer its servers to a new data center facility, and may incur significant costs and possible service interruption in connection with the relocation. These facilities are also vulnerable to damage or interruption from, among others, natural disasters, arson, terrorist attacks, power losses, and telecommunication failures. Additionally, the third-party providers of such facilities may suffer a breach of security as a result of third-party action, employee error, malfeasance or otherwise, and a third party may obtain unauthorized access to the data in such servers. Primex and the providers of such facilities may be unable to anticipate these techniques or to implement adequate preventive measures. General global market and economic conditions may have an adverse impact on Primex operating performance, results of operations and/or cash flows. Primex could continue to be affected by general global economic and market conditions. Challenging economic conditions worldwide have from time to time, contributed, and may continue to contribute, to slowdowns in the information technology industry at large. Weakness in the economy could have a negative effect on Primex business, operations and financial condition, including decreases in revenue and operating cash flows, and inability to attract future equity and/or debt financing on commercially reasonable terms. Additionally, in a down-cycle economic environment, Primex may experience the negative effects of a slowdown in trading and usage of Primex project that is yet to be developed and may delay or cancel the development, structuring, licensing and/or launch of the anticipated Token functionality. Suppliers on which Primex relies for servers, bandwidth, location and other services could also be negatively impacted by economic conditions that, in turn, could have a negative impact on Primex operations or expenses. There can be no assurance, therefore, that current economic conditions or worsening economic conditions or a prolonged or recurring recession will not have a significant, adverse impact on Primex business, financial condition and results of operations and hence, adversely affect Primex project that is yet to be developed and/or the ability to develop, structure, license and/or launch any Token functionality. Any such circumstances would then correspondingly negatively impact the utility or other qualities of the Tokens.
Primex or the Tokens may be affected by newly implemented regulations.
Blockchain technologies are generally unregulated worldwide, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern blockchain technologies businesses and activities. Primex or the Tokens may be affected by newly implemented regulations relating to blockchain technologies businesses and activities, including having to take measures to comply with such regulations, or having to deal with queries, notices, requests or enforcement actions by regulatory authorities, which may come at a substantial cost and may also require substantial modifications to Primex project that is yet to be developed and/or the anticipated Token functionality. This may impact the appeal or practicality or functionality of Primex project that is yet to be developed and/or the anticipated Token functionality for users and result in decreased usage of and demand for Primex project and the Tokens. Further, should the costs (financial or otherwise) of complying with such newly implemented regulations exceed a certain threshold, maintaining Primex project that is yet to be developed and/or developing, structuring, licensing and/or launching the Token functionality may no longer be commercially viable, and Primex may opt to discontinue Primex project that is yet to be developed and/or the anticipated Token functionality, and/or the Tokens. Further, it is difficult to predict how or whether governments or regulatory authorities may implement any changes to laws and regulations affecting blockchain technology and its applications, including Primex project that is yet to be developed and/or the anticipated Token functionality, and/or the Tokens. Primex may also have to cease operations in a jurisdiction that makes it illegal to operate in such jurisdiction, or make it commercially unviable or undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. In scenarios such as the foregoing, the utility, liquidity, and/or trading price of Tokens will be adversely affected and/or Tokens may cease to be traded.
There may be unanticipated risks arising from the Tokens.
Cryptographic tokens such as the Tokens are a relatively new and dynamic technology. In addition to the risks included in the above discussion of risk factors, there are other risks associated with your acquisition, holding, and use of the Tokens, including those that Primex cannot anticipate. Such risks may further appear as unanticipated variations or combinations of the risks discussed above.
By acquiring Tokens, you agree to your personal data, (i.e., your e-mail address, name, address and other details personal to you) being processed by Primex for its business purposes or the purposes of building, promoting, and communicating (about) Primex project that is yet to be developed and the Tokens. Primex agrees to keep your email address and other personal data private and not share it with the public (e.g., by including it on any external lists or selling to any third parties).
RESTRICTIONS ON DISTRIBUTION AND DISSEMINATION OF THE AVAILABLE INFORMATION
The distribution or dissemination howsoever of all or any part of the Available Information may be prohibited or restricted by the laws, regulatory requirements and rules of certain jurisdictions. In the case where any such restriction applies, you are responsible for informing yourself in respect of the same and for observing any such restrictions which are applicable to your possession and/or dissemination of all or any part of the Available Information at your own expense and without liability to Primex.
Persons to whom a copy of all or any part of the Available Information has been distributed or disseminated, provided access to or who otherwise have all or any part of the Available Information in their possession shall not circulate it to any other persons, reproduce or otherwise distribute any information contained herein for any purpose whatsoever nor permit or cause the same to occur.
The presentation of the Available Information is solely for informational purposes. Anyone interested in acquiring Tokens and participating in Primex should consider the various risks prior to making any kind of decision in respect of Primex. The Available Information does not comprise any advice by Primex or by Primex Representatives, or any recommendation to any recipient of the Available Information, by the virtue of any participation in Primex or otherwise. The Available Information does not necessarily identify, or claim to identify, all the risk factors connected with Primex, Primex project that is yet to be developed, the Tokens, Primex, any future Token functionality or the Available Information. All the participants must make their own independent evaluation, after making such investigations as they consider essential, of the merits of participating in Primex and after taking their own independent professional advice. Any participant in Primex should check with and rely upon their own investment, accounting, legal and tax representatives and consultants in respect of such matters concerning Primex, Primex project that is yet to be developed, the Tokens, Primex, any future Token functionality and the Available Information and to assess separately the financial risks, consequences and appropriateness of the acquisition of Tokens, or if in any doubt about the facts set out in the Available Information. An acquisition of Tokens comprises considerable risk and might involve extraordinary risks that may lead to a loss of all or a significant portion of assets utilized to acquire Tokens. Participants of Primex are urged to completely understand, be aware of and accept the characteristics of Primex, Primex project that is yet to be developed, the Tokens, Primex, any future Token functionality and the Available Information. If you are not prepared to accept any or all of these Terms or the risks set out in these Terms and Conditions then YOU ARE URGED NOT TO PARTICIPATE IN PRIMEX. No guarantee or assurance is given by Primex or by Primex Representatives that Primex proposals, objectives and/or outcomes set out in the Available Information will be achieved in whole or in part. You are urged to consider whether participation in Primex is suitable for you having regard to your personal and financial circumstances and your financial resources.