Terms and Conditions
These platform services terms and conditions for Investors (here in after referred to as the "Terms and Conditions") are an agreement between Xfinite Technologies FZE, and its affiliates and subsidiaries (hereinafter referred to as "Xfinite"), a company incorporated and existing under the laws of UAE operating the Xfinite Platform under the supervision of the Dubai Virtual Asset Regulatory Authority (VARA) in accordance with the regulations cited herein, as amended from time to time, and any Investor ("Investor" or "Investors") and/or Creator and/or Artist (“Creator”) wishing to use the Xfinite's Platform namely Mzaalo Nation hereinafter referred to as “Creative Arts Launchpad Platform” (CAL Platform, as defined below) to invest in virtual tokens offered through the CAL Platform, each a "Party" and collectively the "Parties." The Terms and Conditions apply to any access to or use of service by an Investor with respect to the CAL Platform, a platform providing virtual token offerings.
An Investor may not use the CAL Platform if the Investor does not agree with any terms or conditions hereof. By continuing to access the CAL platform, Investors are deemed to have accepted and agreed to these Terms and Conditions as may be amended hereafter. Xfinite may, at its own discretion, amend the Terms and Conditions at any time by publishing that amendment on its website or giving notice thereof to Investors through any other means determined from time to time by Xfinite. That amendment shall become effective from the date of publication or the date of the notice (as the case maybe).
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions : Unless otherwise defined herein, the capitalized terms used herein shall have the following meanings:
- Controlling Power
i. the holding of voting shares in a legal entity that represents more than 50 percent of its total voting rights
ii. the power to control a majority of votes at shareholders meetings of a legal entity, directly or indirectly, or due to any other reasons; or
iii. the power to control the appointment or removal of at least one half of all directors, directly or indirectly;
an electronic data unit created on an electronic system or network for the purpose of being used as a medium of exchange for the acquisition of goods, services or any other rights, or the exchange of digital assets, and includes any other electronic data unit as specified by VARA;
- Virtual Asset
a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes Virtual Tokens, Investment Tokens, and any digital representation of any other value as determined by VARA;
- Virtual Token
a digital representation of a set of rights (such as Revenue Token, Voting Token and any other kinds of Virtual Asset) that can be digitally offered, or may be traded and invested through Xfinite's CAL Platform under the relevant regulation;
a. Revenue Token
The revenue token is a digital token that represents a share of the revenue generated by a specific project. It is designed to provide investors with a royalty in the financial success of the content project.
b. Voting Token
The voting token is a digital token that grants holders the right to participate in decision-making processes within the Platform. It enables voting on important matters related to Project selection, investment proposals, project milestones, or other governance-related decisions.
Please Note: The Virtual Tokens are non- tradable on the Platform. However, the Virtual Tokens may be traded in near future.
- Virtual Token Issuer
a. Virtual Token issuer under the VARA Regulations;
a manager, the top four executives ranked immediately below the manager, and all persons holding positions equivalent to the fourth executive, including those in executive positions in accounting or finance at the equivalent level of department manager or higher;
- Qualified Investor
has the meaning given to it in the VARA Regulations;
- Intellectual Property Rights : the following rights in their full form (including any other rights extended from these rights, or the rights arising from the renewal or modification of these rights), that are enforceable worldwide:
i. patents, registered product designs, product design rights, technical or business knowledge, trademarks, service marks, trade name and business name (including goodwill associated with brand name), copyrights, moral rights, performer rights and broadcasting rights, any other legitimate rights under these Terms and Conditions, database rights and rights to domain names, geographical rights, utility models, including rights and privileges incidental to the registration or the filing of applications for registration, and rights to file applications to register any of the foregoing rights, and other rights similar thereto;
ii. fair competition and remedy for any act that is a passing off;
iii. trade secrets, confidential information, and any other right of ownership, including rights to know-how and technical information; and
iv. any intellectual or industrial property rights
- Investment Token: a cryptographically secured digital representation of rights and obligations that is issued, transferred and stored using the CAL Platform or other Digital Ledger technology (“DLT”) and:
a) confers rights and obligations that are substantially similar in nature to those conferred by a security or derivative; or
b) has a purpose of specifying the right of a person to participate in an investment in any project or business;
- Offering Period
a period during which Investors may invest a certain amount depending upon the requested amount in crypto token by the Creator for project including but not limited to movies, music, documentary, web-series, art etc., as specified by the Creator.
- CAL Platform
a centralised or decentralised digital platform which is managed by Xfinite, on which the Investors invest on to the project of an amount requested by the Creator. Subsequently, the CAL Platform may issue Virtual Assets which can be sold, purchased, traded, offered, issued, and safekept; and through which the clearing and settlement of traded Virtual Assets are made, using DLT;
- Port Folio
Shall mean any and all the investment plus the revenue generated through such investment on the Platform;
a project or media business/undertaking as described in the Virtual Token Issuer's business plan, for which fund raising is by launched by the Creator seeking investment by the Investor in exchange of offering returns through the CAL Platform;
- Relevant Documents
any document, information and/or kyc showing details as may be required by the Company and Creator through the CAL Platform;
KYC means Know Your Customer and/or Know Your Client. KYC or KYC check is the mandatory process of identifying and verifying the client's identity when opening an account and periodically over time. In order to make sure that their clients are genuinely who they claim to be
- Retail Investor : a retail Investor who is not a Qualified Investor, and who:
i. has a minimum age of 18 years old
ii. maintains a net income floor of AED500,000 to guarantee acceptable economic vulnerability; and
iii. has fulfilled the KYC on-boarding requirements such as government ID and proof of address
- Escrow Account
an escrow account opened by Xfinite with any commercial bank in the UAE or any other entities approved by VARA to perform the said duties for maintaining the investment funds of any Investor;
- Investment Limit
minimum and maximum limits for which an Investor is permitted to invest in a project offered by a Creator under the relevant Project
an Investor's request to invest for Virtual Tokens in a form required by Xfinite and the order has been completed and verified by the Investor to express its intention to invest for Virtual Tokens from the Virtual Token Issuer;
- Investment Value
an amount in Cryptocurrency and/or Fiat currency specified by Xfinite, that an Investor wishing to invest for a project thereof through the CAL Platform;
- Token Wallet
a digital token wallet for storage of Virtual Tokens and/or assets which includes but not limited to non-fungible tokens (“NFT”);
- User Account
a CAL Platform service account opened and maintained by an Investor or the Creator with Xfinite for the purpose of accessing and using the CAL Platform;
the Dubai Virtual Asset Regulatory Authority
Xfinite’s Website “Mzaalo Nation”
1.2. Interpretation : In these Terms and Conditions:
- references to any documents (including these Terms and Conditions) are references to the documents as amended, compiled, supplemented, modified, or replaced from time to time
- references to recitals, clauses, or schedules are references to the recitals, clauses, or schedules of these Terms and Conditions. The recitals and schedules are also deemed an integral part hereof, and references to these Terms and Conditions include the recitals and schedules;
- headings contained in these Terms and Conditions for ease of reference only and have no effect upon the construction or interpretation of the Terms and Conditions or the intent of the Parties; and
- references to any legislation, rules, regulations, or notifications in these Terms and Conditions are references to such legislation, rules, regulations, or notifications as may be amended or supplemented from time to time, and include their re-enactments.
2. CONNECTING WITH A TOKEN WALLET
- For the purpose of using the Xfinite's Platform under these Terms and Conditions, the Investor agrees and acknowledges that the Investor must connect its Token Wallet with its User Account, in order to receive Virtual Tokens issued by the Virtual Token Issuer under a Project in which the Investor decides to invest under these Terms and Conditions if that Project fundraising is successful.
- Xfinite agrees and acknowledges that the Investor is solely responsible for opening or maintaining the Token Wallet. Xfinite does not take any part therein. In any case, the Investor acknowledges that the Investor may not receive the invested Virtual Tokens until the Investor successfully connects the Token Wallet with its User Account. The Investor must confirm the connecting of its Token Wallet before receiving the invested Virtual Tokens within the specified time
- The Investor agrees to not connect with its User Account any person's Token Wallet other than its own Token Wallet. Xfinite is not obligated to examine whether or not a Token Wallet connected with the Investor's User Account is that of the Investor. In no case shall Xfinite be liable for any loss or damage to the Investor or any other person as a result of that connecting
3. QUALIFICATIONS OF THE INVESTOR
i. The Investor agrees and acknowledges that the Investor may make an investment for Virtual Tokens offered through the CAL Platform only if the following requirements are met
- the Investor has completely registered and filled in the information to use the services and open a User Account as specified by Xfinite on the CAL Platform
- the Investor has passed the identification and authentication process according to Xfinite's internal procedures and steps, and any other rules that Xfinite may from time to time prescribe and inform the Investor;
- the Investor is domiciled or resides in any country designated by Xfinite;
- if the Investor is an individual Investor who is a natural person, the Investor must reach the age of majority and have full capacity under the law to enter into and perform its obligations under these Terms and Conditions as well as to execute any documents or transactions relevant to the use of the CAL Platform and the performance of its duties as an Investor. The Investor has taken all necessary actions to authorize the entry into and performance of these Terms and Conditions;
- if the Investor is an individual Investor being a corporate Investor, the Investor must be a company duly incorporated and validly existing under the laws of the UAE or the laws of the country in which it was incorporated and have full capacity under the law to enter into and perform its obligations under these Terms and Conditions as well as to execute any documents or transactions relevant to the use of the CAL Platform and the performance of its duties as an Investor. The Investor has taken all necessary actions to authorize the entry into and performance of these Terms and Conditions. If the Investor is a Qualified Investor, the Investor must have qualifications described in clause 1.1 (Definitions);
- the Investor has prepared and delivered full, complete and correct information as requested by Xfinite;
- the Investor has an explicit and real address and contact number;
- the Investor has signed these Terms and Conditions; and
- the Investor has correctly and fully performed any other acts additionally required by Xfinite
ii. The Investor agrees to not register for the services for more than one User Account. The Investor will not register for the services for any person other than itself. In registering for the services, the Investor will act through its company's authorized person only
iii. The Investor agrees to report to Xfinite as soon as practicable if the Investor no longer meets the full qualifications required under these Terms and Conditions or fails to meet any provision under these Terms and Conditions. If the Investor reports to Xfinite, or Xfinite becomes aware by itself of that failure, Xfinite will immediately suspend the provision of the Platform services to the Investor
4. RELATIONSHIP BETWEEN XFINITE AND THE INVESTOR AND/OR CREATOR
Xfinite and the Investor and/or Creator acknowledge that these Terms and Conditions are not deemed to create any legal relationships of partnership, joint venture, principal – agent, or employer – employee relationship between Xfinite and the Investor and/or Creator, or to authorize a Party hereto to perform any acts on behalf of the other Party
5. USE OF THE PLATFORM
- In investing in the Virtual Tokens offered through the CAL Platform, the Investor must comply with the process and procedures specified on the CAL Platform
- Transactions executed between Xfinite and Investor and/or Creator:
a) The Investor and/or Creator agrees and accepts that by signing these Terms and Conditions, the Investor and/or Creator declares its intention to use services in executing transactions with Xfinite via the Internet. After Xfinite permits the Investor and/or Creator to open a User Account for using the CAL Platform, the Investor and/or Creator will confirm by itself its user ID and password with the Xfinite via the email registered by the Investor and/or Creator. The Investor and/or Creator will set its own user ID and password in accordance with the procedures required by Xfinite. The Investor and/or Creator must prevent any person from knowing its password, and keep confidential its user ID and password, as well as finding measures to prevent any person from knowing or using the Investor's user ID and password. If the Investors and/or Creator believes that any person can access to its User Account without authorization through any means the Investor must immediately inform the Xfinite
b) The Investor and/or Creator agrees and accepts that if any person uses the Investor's and/or Creator’s user ID and password to execute any transaction, to view any data, information and news on the Website or the CAL Platform, or to do any act by using the Investor's and/or Creator’s user ID and password, that transaction or act is deemed valid and binding upon the Investor and/or Creator. The Investor and/or Creator is responsible for all results and damage arising as if the Investor and/or Creator had done such act itself regardless of whether that act is dishonestly done or is done by a third party, except for the act dishonestly, negligently or willfully done by Xfinite.
c) The Investor and/or Creator may execute a transaction through the Internet by using its user ID and password used for investment in Virtual Tokens offered through the CAL Platform. However, the Investor and/or Creator acknowledges and accepts that provision of services to the Investor and/or Creator is at the discretion of Xfinite. Xfinite is entitled to confirm the Investor's investment value and/or Creator invested amount in the project through the Internet or by any other means Xfinite finds appropriate and the Investor and/or Creator agrees to accept the result of that transaction
d) The Investor and/or Creator agrees and acknowledges that if Xfinite's system suspends, temporarily or permanently, the use of the Investor's and/or Creator’s user ID or password on account of the Investor and/or Creator or any other person entering incorrect user ID or password, or for any reason whatsoever, and the suspension results in any electronic transaction executed or agreed earlier by the Investor and/or Creator to be executed being suspended, the Investor and/or Creator agrees to not recover from Xfinite any and all damages arising from the suspension. If the Investor and/or Creator wishes to terminate the suspension of the transaction executed through the Internet by Xfinite's CAL Platform, the Investor and/or Creator must fully satisfy the procedures required by Xfinite
- The Investor agrees and acknowledges that, subject to the terms and rules required by the Virtual Token Issuer or Xfinite, the CAL Platform may display information about the Virtual Tokens offered by the Virtual Token Issuer under any Projects of the Virtual Token Issuer that the Investor is able to access and invest for the Virtual Tokens under the Project
- The consent by Xfinite given to the Investor to open the User Account or use the CAL Platform does not constitute a guarantee that Xfinite gives its consent to the Investor to invest in the Virtual Tokens offered through Xfinite's Platform. Xfinite reserves its right to, or to not, approve the Investor to use the CAL Platform for investing in the Virtual Tokens under any Project to the extent permitted by law.
- After completing its registration for the services, the Investor agrees not to perform any actions that changes or interferes with the CAL Platform, or to access the CAL Platform for any purpose other than its intended use.
- Xfinite may inspect the access to, and the use of the CAL Platform by the Investor and/or Creator to examine any inappropriate acts. The Investor and/or Creator agrees to submit information or any other documents to Xfinite within a reasonable time period as requested by Xfinite.
- The Investor and/or Creator agrees to use Xfinite's Platform services for lawful purposes only in accordance with the provisions of these Terms and Conditions, and to comply with the applicable laws.
6. STEPS AND PROCEDURES FOR INVESTING FOR THE DIGITAL TOKENS THROUGH
- After the Investor has completed the registration for the Platform services and the Xfinite has accepted the Investor as a user of the Platform, the Investor agrees to accept the result of the Investor classification (for the sake of clarity; any and all references related to classification of Investor shall mean any individual, group and/or entity) by the Xfinite. The Investor is entitled to invest in any Project offered through the Platform (unless the Investor is otherwise notified by Xfinite). The Investment for the Virtual Tokens offered under any Project will be sent through the Platform
- Unless otherwise specified by Xfinite, the Investor agrees and acknowledges the following conditions:
a) the Investors have the right to invest for the Virtual Token Issuer's Virtual Tokens at any time during the Offering Period specified by the Virtual Token Issuer;
b) by investing in the project on the Platform, it is deemed that the Investor has read and accepted all provisions of these Terms and Conditions
- The Investor agrees and acknowledges that the Investor can make payment of the transaction and/or service fees in Cryptocurrency token and/or fiat currency
- The Virtual Token Issuer will consider accepting the Investor's investment sent via the CAL Platform when all of the following conditions have been met
a) the Offering Period specified by the Virtual Token Issuer ends;
b) Xfinite sends the Virtual Token Issuer a summary update of results of the investment offered to the Project;
c) In the event of the investment for Virtual Tokens by the Investor is accepted, Xfinite will send the confirmation thereof to the Investor by email or via other channels specified by Xfinite.
- The Investor agrees and accepts that the investment for Virtual Tokens under any Project is irrevocable, if the Investor has transferred the Investment amount, whether in whole or in part, to Xfinite, unless and until Xfinite notifies the Investor that the investment is rejected, or if there are any other necessary reasons specified by Xfinite
- The Investor agrees and accepts that Xfinite has the power to
a) consider whether a particular investment is appropriate
b) reject an inappropriate investement; and
c) consider allocating Virtual Tokens according to rules specified by VARA or rules set forth by the Xfinite
- The Investor agrees and accepts the procedures and results of the allocation as specified in clause 6.iv
- The Investor agrees and accepts that Xfinite has no duty to accept the investment of Virtual Tokens on behalf of the digital token issuer. Receiving an investment on the CAL Platform does not obligate Xfinite to accept, execute or effectuate the investment. Xfinite may reject or revoke any investment for Virtual Tokens. Xfinite does not warrant or guarantee that the investment of Virtual Tokens will be successful as intended by the Investor.
- Xfinite will notify the Investor on the investment for Virtual Tokens in the case that the target Investment goal is reached, or that the target Investment goal cannot be reached within the Offering Period. If the investment is successful, Xfinite will provide the following information to the Investor:
a) name of the Virtual Token and the Digital Token Issuer;
b) other information specified by Xfinite.
- Upon occurrence of any of the following events, Xfinite shall inform the Investors regarding the above events by way of in-app notification and/or emails. Based upon the claim raised by the Investor, Xfinite shall refund the payments for the Investment Value to Investors within 10 (ten) business days after the offering period ends or as per prescribed in the relevant Registration Statement and prospectus
a) the number of the allotted Virtual Tokens are over invested
b) Xfinite revokes an Investor's investment for the reason that the Investor fails to comply with the rules set forth by Xfinite in connection with investment and/or acceptance of Virtual Token; or
c) In the event of the Project fails to raise the fund set forth towards the total value of the Project within the Offering Period
d) the investment for Virtual Token is rejected by Xfinite.
- If the investment is successful, the Platform withholds such Virtual Token within the contract within the ambit of the Project
- The Investor agrees and accepts that Xfinite has no responsibility whatsoever in connection withholding of such Virtual Token by the Creator. Xfinite gives no representation or warranty in any manner whatsoever.
- The Investor agrees to enter into, sign and deliver any terms and conditions, documents or instruments including but not limited to KYC, and to do any other acts as reasonably necessary, as well as to cooperate with Xfinite or the Virtual Token Issuer to effect the issue of Virtual Tokens to the Investor.
- The Investor acknowledges Xfinite may provides a channel for communication between the Investor and the Virtual Token Issuer through Xfinite's Website. Additionally, Xfinite will provide a medium out-side the ambit of the Platform for the Community (which includes the Investor and Creator). It is hereby agreed between the Investor and/or the Creator that Xfinite shall not be liable for any and all the false, misleading, irrelevant updates with regards to the Project on such medium. Furthermore, Xfinite reserves the sole right to suspend such false, misleading, irrelevant updates generated by the users on the medium.
7. DUTIES AND RESPONSIBILITIES OF THE INVESTOR
- The Investor agrees to provide information, documents, and other cooperation upon the request of Xfinite for compliance with applicable laws, including but not limited to [VARA REGULATIONS], anti-money laundering regulations, CFT regulations, [Click here].
- In the event of discontinuation and/or withdrawal of Investment the Investor shall be liable for a small exit load calculated upon the Port Folio of the Investment.
8. DUTIES AND RESPONSIBILITIES OF THE CREATOR
- The Creator agrees to provide information, documents, and other cooperation upon the request of Xfinite for compliance with applicable laws, including but not limited to [VARA REGULATIONS], anti-money laundering regulations, CFT regulations, [Click here].
- The Creator hereby agrees to provide the details of initial revenue (which may or may not include total amount invested) within the stipulated time frame, recurring revenue (a proportionate amount of revenue added within the stipulated time frame) while listing the Project on the Platform, overall tenure in terms of issuing the revenue to the Investors pertaining to the Project.
- The Creator hereby agrees, covenant to provide regular updates in terms of the Project “Proof of Works” on the Platform which includes the transparency in terms of project release date, fund utilised and status of the Project. Basis of which the Creator will be entitled to utilised the first milestone fund out of such funds invested by the Investor and raised by the Creator pertaining to the Project wherein the Creator will be charged 5% of the transaction fees for overall amount raised. Subsequently, basis on the furnished details in terms of first milestone fund utilised and status of the Project the Creator upon achieving minimum vote of 51% from Investors vote poll shall utilised the second milestone fund out of such remaining funds pertaining to the Project. In the event of the Creator fails to receive a minimum vote of 51% from Investors vote poll than in such event the Project shall come to an end and deemed to be ceased. However, the Creator shall be permitted to initiate the Investors vote poll another time in order to achieve a minimum vote of 51% from Investors to continue the Project. It is hereby agreed by the Creator that, it shall not qualify to utilise the second milestone fund until it achieves a minimum vote of 51% from Investors.
9. DUTIES AND RESPONSIBILITIES OF XFINITE
- Xfinite agrees to provide the Platform services in accordance with the laws and regulations set forth by VARA, as may be amended from time to time
- Xfinite will ensure that the offering and investment for Virtual Tokens will be as specified in the prospectus, as well as rules set forth in notifications of the Securities and Exchange Commission issued under the Digital Asset Decree
- In contacting or providing services to the Investor, Xfinite agrees to disclose information about the Platform services to the Investor and, upon any change of that information, Xfinite agrees to disclose information about that change to the Investor before the investment to allow the Investor to use the information in making a decision to use the services and to consider any risks that may arise from the use of services. All disclosures of information will be in accordance with VARA regulations, as may be amended from time to time.
- User/client Agreement: Xfinite enters into a written clickwrap Agreement (“Agreement”) with each User and/or client which set outs all the duties and responsibilities of Xfinite when providing services related to the Platform. Furthermore, the Agreement includes the following attributes;
10. REPRESENTATIONS AND WARRANTIES
The Investor and/or Creator possess all qualifications specified in clause 3 and 8 hereto.
- Binding obligation
The obligations that the Investor must perform under these Terms and Conditions are lawful, valid, binding upon and enforceable against the Investor.
- Non-conflict with other obligations
The execution of and the transactions contemplated by these Terms and Conditions do not and will not conflict with:
a) any applicable laws or regulations
b) its constitutional documents if the Investor is a juristic person
c) any agreement or instrument binding upon it or its assets;
d) any order or judgment of any governmental, regulatory authority, or court having jurisdiction applicable to it or its assets; or
e) any contractual restriction binding upon or affecting it or its assets.
- Power and authority
The Investor and/or Creator has the power to enter into, perform, deliver, and take any necessary action to authorize the entry into, performance and delivery of, its obligations under these Terms and Conditions and the transactions contemplated by these Terms and Conditions.
- Correctness and veracity of information
On the date the information is given, or the specified date:
a) all personal data provided by the Investor and/or Creator to Xfinite, any information regarding the registration or investment, or any other information provided by the Investor and/or Creator is true and accurate in all material respects, and is not misleading in any material respect; and
b) nothing has occurred or been omitted from and no information has been given or withheld that results in the information provided being untrue or misleading in any material respect.
11. FEES AND EXPENSES
The Investor and/or Creator agrees and accepts that unless otherwise notified by Xfinite, no fee or expense is charged for the use of the Platform by the Investor and/or Creator.
- The Investor and/or Creator acknowledges and understands that the Xfinite does not provide advice or recommendations on taxes, duty, and related financial matters. Therefore, Xfinite recommends that the Investor and/or Creator consult with an independent tax or financial advisor on these matters if the Investor and/or Creator is uncertain about tax or financial consequences of the entry into these Terms and Conditions.
- The Investor and/or Creator is responsible for paying its own taxes and duty that may arise from the operation of its business or the use of Xfinite's Platform, including the receipt of any profits, royalties or similar interests from the Virtual Tokens offering through the Platform, to the relevant taxation authority.
13. INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights to, arising from, or associated with the Platform, the Website, software and systems related to the Platform, including any improvements, modifications, or further developments associated with the Intellectual Property Rights, belong to Xfinite. The Investor and/or Creator acknowledges and agrees that the use of Xfinite's Intellectual Property Rights is only limited to that permitted under these Terms and Conditions. These Terms and Conditions do not give rise to the transfer of Xfinite's Intellectual Property Rights.
- The Investor and/or Creator agrees not to
a) circumvent any technical restrictions in the software;
b) reverse engineer, dissemble, or decompile the software, except as expressly permitted by applicable laws;
c) disseminate, copy (except for permitted backup purposes), lease, lease on hire purchase, or lend the software;
d) lease, lease on hire purchase, or lend the software; or
e) cause damage to the Platform, the Website, software, and systems associated with the Platform.
- All Intellectual Property Rights to, arising from, or associated with the Project created by the Creator, belongs to the Creator.
14. DISCLAIMER AND INVESTMENT RISK
- The Investor agrees and accepts that Xfinite does not provide advice or recommendations regarding the suitability of the Virtual Tokens in each Project that are offered through the Platform. The Investor agrees and accepts that investment in Virtual Tokens carries a certain degree of risk. The Investor is solely responsible for assessing whether the Virtual Tokens offered in each Project are suitable for investment. Any investment decision is at the Investor's own risk. The execution of these Terms and Conditions does not constitute Xfinite's warranty that the use of services is suitable or fit for the Investor
- The Investor agrees and accepts to review whether investment in each Project is in accordance with the Investor's investment risk appetite and investment purpose. The Investor accepts and acknowledges that the Investor has thoroughly examined risks associated with investment in each Project and investment decisions are at the Investor's own risk. The Investor acknowledges and represents that the Xfinite has no liability for any loss arising from investment by the Investor.
- The Parties agree to keep confidential any information that a Party has obtained or acquired from the other Party as a result of the performance under these Terms and Conditions throughout the term of these Terms and Conditions and during one year after the expiration of these Terms and Conditions, and will strictly not disclose it to any persons not involved in the performance of duties under these Terms and Conditions.
- The provisions under this clause will not apply to
a) disclosure of information with the other Party's consent in writing
b) disclosure of information to:
• employees, contract employees, or agents of a custodian for the performance of duties hereunder;
• agents who need to know the information for the purpose of providing services hereunder;
• Xfinite's auditor, legal, financial or other professional advisors;
• any person to whom Xfinite must, or is permitted to, disclose the information under any law, applicable provisions, or other regulations;
• a court or judicial tribunal trying a lawsuit, arbitration case, or other legal proceedings in the relevant jurisdiction; or
• any regulatory, supervisory, governmental, or quasi-governmental authority, state enterprise, the SET, financial organization, or independent regulatory authority (governmental or non-governmental) with the power to regulate the Xfinite;
- disclosure of information as required by law, judgment, or order of a court, or by virtue of any applicable law, or in accordance with the regulations or guidelines issued by VARA; and
- any information that has been disclosed to the public, or becomes publicly available other than as a result of a breach of any of these Terms and Conditions by either Party.
16. LIMITATION OF LIABILITY
- Xfinite is not liable to the Investor and/or Creator for any loss (whether direct or indirect) or damage caused to the Investor and/or Creator, except for losses resulting from a willful or negligent act or omission on behalf of Xfinite, or its employees or contract employees.
- Xfinite is not liable to the Investor and/or Creator for any loss or damage caused to the Investor and/or Creator:
a) if that loss or damage is due to an act or omission of any third party provided that Xfinite has exercised reasonable care in appointing that third party. Notwithstanding the foregoing, this provision will not apply if the use of services of that third party is in accordance with law or the local practices, or if that third party is chosen and appointed by the Investor; or
b) if that loss or damage is due to bankruptcy of the third party.
- Xfinite is not liable for any loss or damage caused to the Investor as a result of Xfinite's failure to perform its duties hereunder, or any interruption or delay in the performance of its duties hereunder due to any circumstance beyond its control, including but not limited to:
If any provision of these Terms and Conditions is or becomes illegal or unenforceable under any law, fact, or circumstance, or is or becomes void by the operation of law, the Parties agree that the lawful and valid provisions shall remain in full force and effect.
- It is agreed that any of the following events is deemed to be a default
a) any violation, breach, or omission under any provision of these Terms and Conditions by a Party, provided that the default is remediable, and notice thereof has given by the non-defaulting Party asking that a remedial action be taken within 15 (fifteen) days from receipt or arrival of the notice, but that defaulting Party fails to remedy the default within that period;
b) any violation, breach, or omission under any provision of these Terms and Conditions by a Party, that is not remediable; and
c) a Party becoming bankrupt, or being under a court's absolute receivership order in a bankruptcy case.
- If a Party is in default under these Terms and Conditions, the other Party is immediately entitled to claim actual damage or expenses caused by the defaulting Party as a result of its default, exclusive of damage incurred in any circumstance or cause beyond the control of the defaulting Party.
- These Terms and Conditions are effective upon the execution hereof, and will remain in full force and effect until otherwise specified by Xfinite, except in the case of default of the Terms and Conditions as specified in clause 18 (Default) and any of the following cases to the extent permitted by law:
a) Xfinite finds any inappropriate conduct, such as an intentional concealment or distortion of any requested information, or the provision of incorrect or incomplete information, leading to errors in an analysis or financial opinion that may cause future damage to either Party; and
b) any change in economy, or applicable law, rules or regulations prescribed by the authorities, thereby causing the Xfinite to be unable to provide the Platform services or disqualifying the Investor and/or Creator from using the Platform;
c) Investor and/or Creator interactions with platform no longer conform with Terms and Conditions or become inactive within the duration set forth by Xfinite.
- Termination of these Terms and Conditions will be without prejudice to the right of a Party to claim damages or expenses incurred as a result of the breach of duties or other provisions specified in these Terms and Conditions by the other Party before the date of termination hereof.
- Clauses 15, 16, 17, 19, 20, 21, and 24 will survive the termination of these Terms and Condition and remain binding upon the Parties after the termination hereof.
- All notices, reports, and communications relating to these Terms and Conditions (collectively referred to as the "Notices") must be sent to the addresses specified below, unless a Party otherwise notifies the other Party in writing.
- The Parties agree and wish to receive, send, or make Notices by electronic means, including but not limited to, via email or publication on the Website or the Platform
- iii. Xfinite may publish Notices on the Website or the Platform or send them to a mailbox or any other similar system under the Investor's User Account.
21. ENTIRE AGREEMENT AND AMENDMENTS
- These Terms and Conditions constitute the entire understanding and agreement between the Parties, and supersedes any other previous agreements, express or implied, between them
- If any law or regulation, including but not limited to any rule, notification, order, or regulation of a regulatory authority, is enacted or amended, the Investor agrees and acknowledges that Xfinite may amend these Terms and Conditions to be consistent with any future notification, order, rule, or regulation of the regulatory authorities. If these Terms and Conditions are amended, Xfinite will issue new Terms and Conditions. The Investor acknowledges that it is obligated to execute the new Terms and Conditions in writing or by electronic means, as Xfinite will further specify and inform the Investor.
- The Investor and/or Creator may not assign these Terms and Conditions, or the rights and duties hereunder, either in whole or in part, without the prior written consent of the Xfinite.
- Xfinite may assign its rights and duties under these Terms and Conditions, either in whole or in part, and the Investor and/or Creator agrees to give its consent and provide all necessary assistance and support, including the execution of all documents to the extent requested by Xfinite.
- No failure to exercise, nor any delay in exercising, on the part of a Party, any right, power, or remedy available to it under any law or these Terms and Conditions will operate as a waiver of that right, power, or remedy.
- No single or partial exercise of any right, power, or remedy by either Party under any law or these Terms and Conditions will prevent any further or other exercise of, or extinguish, that right, power, or remedy.
- The rights, power, and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights, power, and remedies provided by law.
24. GOVERNING LAW
These Terms and Conditions are governed by, and construed in accordance with, the laws of Dubai, as applied in the United Arab Emirates.
Updated as on: 24th November 2023