Modex Tof Use & Service

  1. INTRODUCTORY PART

MODEX.tech (“we” “us“) website(s) (our “Site” or “Sites“) and related services are made available to you in accordance with the following Terms of Use & Service and any other rules posted on our Sites (collectively, the “ToS“).

Please read the ToS carefully before registering on our Site or use any of our Platform (as such term is defined below). We recommend you should keep a copy of the ToS for future reference.

Modex hosts on its Sites many functionalities, which are marketed accordingly, as follows: Modex Marketplace, Git Platform, Modex IDE, Modex TestNet, Modex Academy and Modex Account (altogether referred to as the “Modex Platform” and individually each “Platform”).

Each individual Platform available on the Modex Platform provides the following functionalities, as described below:

  • Modex Marketplace – is a Smart Contract Marketplace and app ecosystem that allows for easy, user friendly access to smart contracts and DApps.

Modex Marketplace is a web platform which will act as a store and trading place of smart contracts in the Ethereum blockchain.

In particular, the services that you may use in connection with the Modex Marketplace on the respective Site are:

  • deposit and/or withdrawal of ETH (Ethereum) and of Modex tokens; and
  • search, add, edit, buy, view, test (via integration with Modex TestNet), deploy and trade smart contracts against Modex Tokens.

By writing a Smart Contract, the user is solely responsible that the purpose of this meets the legal requirements, it is not fraudulent and not considered vicarious or annulled in the jurisdictions where it shall be enforced. Also, Modex cannot be held responsible for the functionality of the Smart Contract that the developers deploy. The purchasing user shall perform his/her own tests with regards to the functionality of the Smart Contract prior to ordering the purchase of such. The testing environments made available on the Modex Platform designated to audit the functionality of the respective Smart Contracts are provided at no warranty.

  • Git Platform

The Git Platform is designated to streamline Smart Contracts writing process (coding), providing functionalities helpful to develop Smart Contracts. Using Git Platform, users are able to host their smart contracts source code and keep versions on it, collaborate with others and participate in bounties. The source code is stored in repositories which, according to their permissions (public or private), are accessible to all the Modex Platform users or only by the owners in their accounts.

In relation to the Smart Contracts created, the Git Platform allows the enforcement of the following applications by the users:

  • By way of Bytecode analysis functionality, the submitted code may be then analyzed for issues or vulnerabilities if the bytecode analysis is enabled.
  • By way of Call Graph, the user can trace the workflow of the Smart Contracts in his repository if the bytecode analysis is enabled.
  • Modex IDE

This is where Smart Contracts and DApps come alive. It is an integrated development environment for developing computer software in general and Smart Contracts in particular.

Modex IDE is designated for users to build, test and deploy Smart Contracts and DApps on Ethereum networks. IDE uses by default the Modex TestNet, as Ethereum test network.

This testing environment made available on the Modex IDE is provided at no warranty.

  • Modex Academy

Modex Academy is a web application which is designated to instruct the general public on the main notions associated with Blockchain Technology in general. This is not to be taken as an academic study, nor do we provide any diploma which is issued or endorsed by any schooling or academic institution, or from a public competent body to issue diplomas. This is an introductory step for a Blockchain enthusiast which is being rewarded in a colloquial manner.

This does not mean Modex Academy is not useful. To the contrary, it does set the stone for any Blockchain enthusiast willing to watch and learn and be provided with useful insights from professionals who are already skilled in Blockchain technology.

  • Modex TestNet

Modex TestNet is an environment designated to be used by developers as a playground to test applications before they are being deployed to the main net for their ultimate users. It contains accounts belonging to Modex and given to use to users of the Modex Platform and blocks and transactions that result after deploying or interacting with smart contracts developed on the Modex Platform.

Further, the user may not commercialize the Modex TestNet by charging fees for testing any transaction protocols in favor of beneficiaries, clients or customers seeking the customer to provide this service. This service is provided free of charge by Modex alone and only designated to be used in conjunction with smart contracts deployed on the Modex Marketplace.

The results of the tests on the Modex TestNet may be erased by Modex without notice.

Therefore, they are available in an “as is” condition and no warranty is given that the results will be stored for any particular period of time.

  • Modex Account

Modex Account is designated to unify the authentication process for users registered on the Modex Platform, according to the one-stop-shop principle, namely a registered user shall be able to access all platforms using one and the same email address and password.

In general, the Modex Platform, as shown above, offers the following services:

  1. Purchase of Smart Contracts:

These are made available by various developers who have registered on the Modex Platform. Should you wish to purchase a Smart Contract, please note that you will be entering into a private arrangement directly with the developer. Modex Marketplace does no warrant nor supervise the performance of the rights and obligations of the parties to the transaction involving the development and purchase of Smart Contract, nor assumes any liability with respect to the functionality of a respective Smart Contract, nor to the suitability of a Smart Contract with respect to compliance with the interest of the purchaser.

Modex is merely acting as an intermediary in the settlement of the transaction involving the Modex Tokens, as described in more detail in the Best Execution Policy and has otherwise no involvement in the transaction involving the development and/or purchase of a Smart Contract.

  1. Bounties:

Users (Modex included) can submit bounties on Git Platform application for the purpose of development of various blockchain related software solutions. Users/developers may participate in them and perform the solution required by the settlor of the bounty, in order to have the right to apply for the related rewards.

The winner of the bounty is chosen in Git Platform Admin application where the new balance of the developer is stored, after winning the bounty. If there are several valid solutions, the user who proposed and finalized the first solution is chosen as the winner. The time of finalization of the solution is acknowledged by the date and time when this has been uploaded on the Modex Git Platform.

  1. Redemption of Tokens after an ITO:

After an Initial Token Offering, purchasers of Modex Tokens are expected to redeem the amount of Modex Tokens purchased, by delivering to the company their ETH addresses. Until the date of communication of their ETH address, Modex holds the Modex Tokens in custody, together with the other Modex Tokens of the company. These are held in a so-called Ledger hardware wallet in the possession of the company and currently managed by M3 Payments Limited.

ITO’s are subject to an own white-paper and subscription agreement. These ToS shall be completed and amended by such further contractual arrangements, which will supersede the provisions of this ToS.

Please refer to the Best Execution policy, which includes important information on the type of transactions that are available on the Modex Platform, involving the use of Modex Tokens, details on the settlement of such transactions, details on the intermediary fee that Modex charges for the settlement of such transactions and the general responsibilities of users (developers and purchasers of Smart Contracts) when entering into a transaction involving the creation of Smart Contracts.

The Modex Platform is owned and operated by MODEX (GIBRALTAR) LIMITED, a company incorporated under the laws of Gibraltar on 12th. September 2017 with registered number 116195 and whose registered office is situated at 57/63 Line Wall Road, Gibraltar.

If you wish to address Modex, you can email us at support[at]modex.tech.

If you are a natural person under the age of 16 you must let your parent or guardian know about MODEX’s Privacy Policy before you register to use this Site or any of this Site’s services. We reserve the right to only accept the use of any of the Platforms from those over 18 however.

We may modify the ToS from time to time. Please read the ToS and check back often to see if this has been revisited or not. If you do not agree to any change to the ToS then you must immediately stop using the Modex Platform. Any changes to these ToS made after you have left our Site(s) shall be notified to you and you shall be required to revisit the changes, once available. Should you choose not to revisit them, despite our notice to do so, it will be deemed that you have consented to them and any of your actions are on your own risk, as if you had accepted the changes to the ToS.

  1. REGISTRATION

To use any of the Modex Platform made available to you on this Site you will need to register, by providing information such as your full name, email address, password and password confirmation and accepting these ToS and other compliance documentation. Upon successful data submission, you will be receiving an email with a link that you will be asked to press, in order to validate and activate your account. Subject to validation within a certain prescribed period, your user account will then become active.

Modex Account shall serve this purpose, as with one registration you will be able to access all Modex Platform (except Modex IDE, which is a desktop application).

When you register you are required to provide information about yourself that is true, accurate, current, and complete in all respects. Should any of your registration information change, please notify us immediately at the following e-mail address support[at]modex.tech. We may also change registration requirements from time to time.

The account password you provide should be unique and kept secure, and you must notify MODEX immediately of any breach of security or unauthorized use of your account.

Please refer to our privacy policy for information about how we use your data.

Subject to the terms and conditions of this Terms and Conditions, Modex grants you a limited, revocable, non-exclusive, non-sublicensable, non-assignable access to use any of the Platforms of your choice, solely for the purposes described herein.

Modex will not (and will not permit any third party or user to) (i) copy, modify, adapt, translate or otherwise create derivative works of Modex included on Modex Platform (including any documentation relating thereto, which Modex may provide to users from time to time); (ii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any software embedded in the Modex Platform; or (iii) use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Modex Marketplace.

  1. ELIGIBILITY TO REGISTER AND/OR TO PUBLISH SMART CONTRACTS AND/OR PURCHASE OF SMART CONTRACTS

In order to register as user on our Sites, you will be required to provide your personal details, such as: full name and email address.

If you hold citizenship, permanent residency, or have been a tax resident in the United States, then you are prohibited from using any of the Platforms provided by Modex. Further restrictions on regional criteria may apply and are regularly updated in the Whitepaper.

In particular, if you are a natural person you must provide your real full name, e-mail address, password and other requested information as indicated. You will then need to validate the e-mail that you have provided for at registration before being able to access and use your account.

If you are a legal entity using our Platforms, you need to provide company name, company email, invoice name, VAT number (if any), company number, address and country of registration.

Furthermore, should you wish to purchase Smart Contracts, you will be required to provide payment details that you represent and warrant are both valid and correct and you confirm that you are the person referred to in the Billing information provided.

We are subject to laws and regulations on money laundering and in order to fulfill our obligation under these laws and in compliance with our own policies not to be involved in any money laundering activities or attempts anywhere in the world, we may ask you to provide us with a verification of your identity (and, where relevant, the identity of your shareholders, owners, management, directors or officers) and/or other relevant information (including evidence of source of funds), both at the outset of and throughout our relationship with you, which you agree to supply to us promptly and on request.

The Site is available only to individuals and others who meet the MODEX terms of eligibility, whose applications are acceptable to MODEX. MODEX reserves the right to restrict the request of multiple Platforms delivered to one and the same user.

Furthermore, you agree that we may use Personal information provided by you in order to conduct appropriate anti-fraud checks. Personal Information that you provide may be disclosed to a credit reference or fraud prevention agency, which may keep a record of that information.

Please refer to our Privacy Policy for further information about how we use your data.

  1. REGISTRATION, VALIDATION AND USE OF THE MODEX PLATFORM

The use of the Modex Platform is subject to user registration and account validation. Before doing so, the user is obliged to review and accept these ToS, and the Privacy Policy. The user must login its correct credentials after account validation and may thereafter use the Platforms that we provide.

Except as otherwise shown herein, MODEX will store a record of your transactions for a minimum of five years and as long as we are required under the relevant laws to keep such information available and within reach.

  1. INTELLECTUAL PROPERTY RIGHTS

Your use of the Site and its contents grants no rights to you in relation to any copyright, designs, trademarks and all other intellectual property and material rights relating to the Content (as described in the Content section below), including MODEX Software and all HTML and other code contained in this Site. All such Content including third party trademarks, designs, and related intellectual property rights mentioned or displayed on this Site are protected by national intellectual property and other laws and international treaty provisions. You are permitted to use the Content only as expressly authorized by MODEX and/or its third-party licensors. Any reproduction or redistribution of the above listed Content is prohibited and may result in civil and criminal penalties. You are permitted to make one copy for the purposes of viewing Content for your own personal use.

  1. CONTENT

“Content” is defined as any graphics, photographs, including all image rights, video, audio or text on this Site. MODEX tries to ensure that the information on this site is accurate and complete. MODEX does not promise that MODEX’s Content is accurate or error-free. MODEX does not promise that the functional aspects of the Site or MODEX’s Content will be error free or that this Site, MODEX Content or the server that makes it available are free of viruses or other harmful components. We always recommend that all users of the Internet ensure they have up to date virus checking software installed.

  1. YOUR ACTIVITY

You agree that you will be personally responsible for your use of this Site and for all of your communication and activity on and pursuant to this Site. If we determine that you are or have been engaged in prohibited activities, were not respectful of other users, or otherwise violated the ToS, we may deny you access to this Site on a temporary or permanent basis.

Prohibited Nationalities

Any customer holding citizenship, permanent residency, or who has been a tax resident in the United States is prohibited from using any of the Platforms provided by us.

  1. THIRD PARTY

We may include hyperlinks on this Site to other websites or resources operated by parties other than MODEX, including advertisers. MODEX has not reviewed all of the sites linked to its Web Site and is not responsible for the content or accuracy of any off-site pages nor are we responsible for the availability of such external websites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external websites or resources.

  1. LIMITS ON OUR LIABILITY

We accept liability damages from our intent or gross negligence or that of our employees and agents only. We do not seek to exclude our liability for fraudulent misrepresentation by us or our employees.

If MODEX fails to comply with the ToS, we are responsible for the direct, demonstrable loss or damage you suffer as a foreseeable result of us breaching the ToS. Loss or damage is foreseeable if it is obvious that it will happen or if, at the time when you will be using the Platforms, both you and MODEX knew it might happen. Our liability shall be in any events limited to EUR 500.

We are not responsible for losses not caused by our breach or light negligence, indirect losses which are a side effect of the main loss or damage and which are not reasonably foreseeable by you and us (for example, unearned benefit, loss of profits or loss of opportunity) at the time when the contract has been concluded.

  1. GOVERNING LAW

The ToS together with all our policies and procedures will be governed by and construed in accordance with the relevant laws of Gibraltar and the relevant courts of Gibraltar will have exclusive jurisdiction.

Disclaimers

  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TO THE EXTENT THAT THIS DISCLAIMER APPLIES TO YOU AND EXCEPT AS OTHERWISE EXPRESSLY SPECIFIED IN WRITING BY US: (A) THE SERVICES ON THE PLATFORM ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER, AND WE EXPRESSLY DISCLAIM ALL IMPLIED REPRESENTATIONS AND/OR WARRANTIES AS TO THE CONTENT OF THE MODEX PLATFORM, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT THE MODEX PLATFORM IS RELIABLE, CURRENT OR ERROR-FREE, THAT IT DOES MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE FUNCTIONING OF THE MODEX PLATFORM WILL BE CORRECTED TO SUIT YOUR NEEDS AND/OR EXPECTATIONS; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE MODEX PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  2. The Company does not make or purpose to make, and hereby disclaims, any representation warranty undertaking or covenant in any form whatsoever to you and to any entity or person.
  3. Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers above may not apply to you.
  4. No regulatory authority has examined or approved of any of the information set out in these Terms & Conditions. 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 these Terms and Conditions does not imply that applicable laws, regulatory requirements or rules have been complied with.

Limitation of Liability

  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY LOSS OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE DELIVERY OF THE SERVICES ON THE MODEX PLATFORM OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE CAUSE OR FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE BASIS (EVEN IF THE COMPANY OR ANY OF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND REGARDLESS OF WHETHER SUCH LOSSES WERE FORESEEABLE); AND (II) UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COMPANY AND THE COMPANY PARTIES (JOINTLY), WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER LEGAL OR EQUITABLE BASIS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM, EXCEED THE AMOUNT YOU PAY TO OTHER USERS OR TO US ON THE MODEX PLATFORM, AGAINST DELIVERY OF THE SERVICES UNDERLYING ANY OF THE PLATFORMS. THE LIMITATIONS SET FORTH HEREIN WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL OR RECKLESS MISCONDUCT OF THE COMPANY.
  2. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above may not apply to you.

Dispute Resolution and Arbitration

  1. PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT CONTAINS CERTAIN PROVISIONS, SUCH AS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER, WHICH AFFECT YOUR LEGAL RIGHTS. THIS SECTION REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Binding Arbitration

  1. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either you or the Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) save as expressly provided herein, waive your respective rights to have any and all Disputes arising from or related to these Terms resolved in a court, and (ii) waive your respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration provided in these Terms.

No Class Arbitrations, Class Actions or Representative Actions

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

Arbitration Rules

  1. The enforceability of this section (Dispute Resolution. Arbitration) will be both substantively and procedurally governed by and construed and enforced in accordance with the 2012 (as revised in 2017) International Chamber of Commerce Rules of Arbitration, to the maximum extent permitted by applicable law.

Notice; Informal Dispute Resolution

  1. Each of the user or the Company will notify the other in writing of any Dispute within thirty (30) days of the date it arises, so that respective party can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by e-mail to the Company at [email protected] Notice to the user shall be either posted on the Website or, if available, will be sent by email to any email address you provided in connection with the delivery of the Services or use of the Modex Platform. Your notice must include (i) your name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. If you and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date the notice is received by the applicable party, then either you or the Company may, as appropriate and in accordance with this section (Dispute Resolution. Arbitration), commence an arbitration proceeding or, to the extent specifically provided for in this section (Dispute Resolution. Arbitration), file a claim in court.

Process

  1. Any arbitration will occur in Gibraltar. The arbitration will be conducted confidentially by a single arbitrator appointed by the Gibraltar Chamber of Commerce in accordance with the rules of the International Chamber of Commerce Rules of Arbitration, which are hereby incorporated by reference. The courts located in Gibraltar will have exclusive jurisdiction over any appeals and the enforcement of an arbitration decision.

Authority of Arbitrator

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

Arbitration Rules

  1. The International Chamber of Commerce Rules of Arbitration and additional information about International Chamber of Commerce are available at https://iccwbo.org/dispute-resolution-services/arbitration/rules-of-arbitration/. By agreeing to be bound by these Terms, you either (i) acknowledge and agree that you have read and understand the International Chamber of Commerce Rules of Arbitration, or (ii) waive your opportunity to read the International Chamber of Commerce Rules of Arbitration and any claim that the International Chamber of Commerce Rules of Arbitration are unfair or should not apply for any reason.

Severability of Dispute Resolution and Arbitration Provisions

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

Miscellaneous

  1. These Terms constitute the entire agreement between you and the Company relating to your purchase of MODEX Tokens from the Company. We may make changes to these Terms from time to time as reasonably required to comply with applicable law or regulation. If we make changes, we will post the amended Terms at https://www.modex.tech/ and update the “Last Updated” date above. The amended Terms will be effective immediately.
  2. We may assign our rights and obligations under these Terms without your prior consent.
  3. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms.
  4. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and us and are not intended to confer third-party beneficiary rights upon any other person or entity.
  5. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, will be provided in electronic form.
  6. You and the Company acknowledge that, in accepting and agreeing to these Terms, neither you nor the Company do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly provided therein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.

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