Disclaimer
Legal Disclaimer
PLEASE READ THE ENTIRETY OF THIS "LEGAL DISCLAIMER" SECTION CAREFULLY.
NOTHING HEREIN CONSTITUTES LEGAL, FINANCIAL, BUSINESS, OR TAX ADVICE AND
YOU ARE STRONGLY ADVISED TO CONSULT YOUR OWN LEGAL, FINANCIAL, TAX, OR
OTHER PROFESSIONAL ADVISOR(S) BEFORE ENGAGING IN ANY ACTIVITY IN
CONNECTION HEREWITH. NEITHER STADIAX S.A. (THE COMPANY), ANY OF THE
PROJECT CONTRIBUTORS (THE STADIAX PROJECT CONTRIBUTORS) WHO HAVE
WORKED ON STADIAX (AS DEFINED HEREIN) OR THE PROJECT TO DEVELOP STADIAX
IN ANY WAY WHATSOEVER, ANY DISTRIBUTOR AND/OR VENDOR OF STADX TOKENS
(OR SUCH OTHER RE-NAMED OR SUCCESSOR TICKER CODE OR NAME OF SUCH
TOKENS) (THE DISTRIBUTOR), NOR ANY SERVICE PROVIDER SHALL BE LIABLE FOR
ANY KIND OF DIRECT OR INDIRECT DAMAGE OR LOSS
WHATSOEVER WHICH YOU
MAY SUFFER IN CONNECTION WITH ACCESSING THE PAPER, DECK OR MATERIAL
RELATING TO STADX (THE TOKEN DOCUMENTATION) AVAILABLE ON THE WEBSITE
AT HTTPS://STADIAX.COM/ (THE WEBSITE, INCLUDING ANY SUB-DOMAINS THEREON)
OR ANY OTHER WEBSITES OR MATERIALS PUBLISHED OR COMMUNICATED BY THE
COMPANY OR ITS REPRESENTATIVES FROM TIME TO TIME.
Project purpose: You agree that you are acquiring STADX to participate in StadiaX and to
obtain services on the ecosystem thereon. The Company, the Distributor, and their respective
affiliates would develop and contribute to the underlying source code for StadiaX. The
Company is acting solely as an arms’ length third party in relation to the STADX distribution,
and not in the capacity as a financial advisor or fiduciary of any person with regard to the
distribution of STADX.
Nature of the Token Documentation: The Token Documentation is a conceptual paper that
articulates some of the main design principles and ideas for the creation of a digital token to
be known as STADX. The Token Documentation and the Website are intended for general
informational purposes only and do not constitute a prospectus, an offer document, an offer
of securities, a solicitation for investment, any offer to sell any product, item, or asset (whether
digital or otherwise), or any offer to engage in business with any external individual or entity
provided in said documentation. The information herein may not be exhaustive and does not
imply any element of, or solicit in any way, a legally binding or contractual relationship. There
is no assurance as to the accuracy or completeness of such information and no representation,
warranty, or undertaking is or purported to be provided as to the accuracy or completeness of
such information. Where the Token Documentation or the Website includes information that
has been obtained from third-party sources, the Company, the Distributor, their respective
affiliates, and/or the StadiaX Project Contributors have not independently verified the accuracy
or completeness of such information. Further, you acknowledge that the project development
roadmap, and platform/network functionality are subject to change and that the Token
Documentation or the Website may become outdated as a result; and neither the Company
nor the Distributor is under any obligation to update or correct this document in connection
Therewith.
Validity of Token Documentation and Website: Nothing in the Token Documentation or the
Website constitutes any offer by the Company, the Distributor, or the StadiaX Project
Contributors to sell any STADX (as defined herein) nor shall it or any part of it nor the fact of
its presentation form the basis of, or be relied upon in connection with, any contract or
investment decision. Nothing contained in the Token Documentation or the Website is or may
be relied upon as a promise, representation, or undertaking as to the future performance of
StadiaX. The agreement between the Distributor (or any third party) and you, in relation to any
distribution or transfer of STADX, is to be governed only by the separate terms and conditions
of such agreement.
The information set out in the Token Documentation and the Website is for community
discussion only and is not legally binding. No person is bound to enter into any contract or
binding legal commitment in relation to the acquisition of STADX, and no digital asset or other
form of payment is to be accepted on the basis of the Token Documentation or the Website.
The agreement for distribution of STADX and/or continued holding of STADX shall be
governed by a separate set of Terms and Conditions or Token Distribution Agreement (as the
case may be) setting out the terms of such distribution and/or continued holding of STADX
(the Terms and Conditions), which shall be separately provided to you or made available on
the Website. The Terms and Conditions must be read together with the Token Documentation.
In the event of any inconsistencies between the Terms and Conditions and the Token
Documentation or the Website, the Terms and Conditions shall prevail.
Deemed Representations and Warranties: By accessing the Token Documentation or the
Website (or any part thereof), you shall be deemed to represent and warrant to the Company,
the Distributor, their respective affiliates, and the StadiaX Project Contributors as follows:
(a) in any decision to acquire any STADX, you have not relied and shall not rely on any
statement set out in the Token Documentation or the Website;
(b) you shall at your own expense ensure compliance with all laws, regulatory requirements
and restrictions applicable to you (as the case may be);
(c) you acknowledge, understand and agree that STADX may have no value, there is no
guarantee or representation of value or liquidity for STADX, and STADX is not an
investment product nor is it intended for any speculative investment whatsoever;
(d) none of the Company, the Distributor, their respective affiliates, and/or the StadiaX Project
Contributors shall be responsible for or liable for the value of STADX, the transferability
and/or liquidity of STADX and/or the availability of any market for STADX through third
parties or otherwise; and
(e) you acknowledge, understand and agree that you are not eligible to participate in the
distribution of STADX if you are a citizen, national, resident (tax or otherwise), domiciliary
and/or green card or permanent visa holder of a geographic area or country (i) where it is
likely that the distribution of STADX would be construed as the sale of a security
(howsoever named), financial service or investment product and/or (ii) where participation
in token distributions is prohibited by applicable law, decree, regulation, treaty, or
administrative act (including without limitation the United States of America, Canada, and
the People's Republic of China); and to this effect you agree to provide all such identity
verification document when requested in order for the relevant checks to be carried out.
The Company, the Distributor and the StadiaX Project Contributors do not and do not purport
to make, and hereby disclaims, all representations, warranties or undertaking to any entity or
person (including without limitation warranties as to the accuracy, completeness, timeliness,
or reliability of the contents of the Token Documentation or the Website, or any other materials
published by the Company or the Distributor). To the maximum extent permitted by law, the
Company, the Distributor, their respective affiliates and service providers shall not be liable
for any indirect, special, incidental, consequential or other losses of any kind, in tort, contract
or otherwise (including, without limitation, any liability arising from default or negligence on the
part of any of them, or any loss of revenue, income or profits, and loss of use or data) arising
from the use of the Token Documentation or the Website, or any other materials published, or
its contents (including without limitation any errors or omissions) or otherwise arising in
connection with the same. Prospective acquirors of STADX should carefully consider and
evaluate all risks and uncertainties (including financial and legal risks and uncertainties)
associated with the distribution of STADX, the Company, the Distributor and the StadiaX
Project Contributors.
STADX Token: The native cryptographically-secure fungible protocol token of StadiaX,
StadiaX Token (ticker symbol STADX) is a transferable representation of attributed
governance and utility functions specified in the protocol/code of StadiaX, and which is
designed to be used solely as an interoperable utility token thereon.
STADX is a functional multi-utility token that will be used as the medium of exchange
between participants on StadiaX in a decentralized manner. The goal of introducing STADX
is to provide a convenient and secure mode of payment and settlement between participants
who interact within the ecosystem on StadiaX without any intermediaries such as centralized
third party entity/institution/credit. It is not, and not intended to be, a medium of exchange
accepted by the public (or a section of the public) as payment for goods or services or for the
discharge of a debt; nor is it designed or intended to be used by any person as payment for
any goods or services whatsoever that are not exclusively provided by the issuer. STADX
does not in any way represent any shareholding, ownership, participation, right, title, or interest
in the Company, the Distributor, their respective affiliates, or any other company, enterprise,
or undertaking, nor will STADX entitle token holders to any promise of fees, dividends, revenue,
profits or investment returns, and are not intended to constitute securities in Panama,
Singapore or any relevant jurisdiction. STADX may only be utilized on StadiaX, and ownership
of the same carries no rights, express or implied, other than the right to use STADX as a
means to enable usage of and interaction within StadiaX. The secondary market pricing of
STADX is not dependent on the effort of the StadiaX Project Contributors, and there is no
token functionality or scheme designed to control or manipulate such secondary pricing.
For the avoidance of doubt, neither the Company nor the Distributor deals in, or is in the
business of buying or selling any virtual asset or digital payment token (including STADX).
Any sale or distribution of tokens would be performed during a restricted initial period solely
for the purpose of obtaining project development funds, raising market/brand awareness, as
well as community building and social engagement; this is not conducted with any element of
repetitiveness or regularity which would constitute a business.
Further, STADX provides economic incentives that will be distributed to encourage users
to exert efforts towards contribution and participation in the ecosystem on StadiaX, thereby
creating a mutually beneficial system where every participant is fairly compensated for their
participation. STADX is an integral and indispensable part of StadiaX, because without STADX,
there would be no incentive for users to expend resources to participate in activities or provide
services for the benefit of the entire ecosystem on StadiaX. Given that additional STADX will
be awarded to a user based only on its actual usage, activity, and efforts made on StadiaX
and/or proportionate to the frequency and volume of transactions, users of StadiaX and/or
holders of STADX which did not actively participate will not receive any STADX incentives.
STADX are designed to be utilized, and that is the goal of the STADX distribution. In particular,
it is highlighted that STADX:
(a) does not have any tangible or physical manifestation, and does not have any intrinsic
value/pricing (nor does any person make any representation or give any commitment as
to its value);
(b) is non-refundable, not redeemable for any assets of any entity or organisation, and cannot
be exchanged for cash (or its equivalent value in any other digital asset) or any payment
obligation by the Company, the Distributor or any of their respective affiliates;
(c) does not represent or confer on the token holder any right of any form with respect to the
Company, the Distributor (or any of their respective affiliates), or their revenues or assets,
including without limitation any right to receive future dividends, revenue, shares,
ownership right or stake, share or security, any voting, distribution, redemption, liquidation,
proprietary (including all forms of intellectual property or licence rights), right to receive
accounts, financial statements or other financial data, the right to requisition or participate
in shareholder meetings, the right to nominate a director, or other financial or legal rights
or equivalent rights, or intellectual property rights or any other form of participation in or
relating to StadiaX, the Company, the Distributor and/or their service providers;
(d) is not intended to represent any rights under a contract for differences or under any other
contract the purpose or intended purpose of which is to secure a profit or avoid a loss;
(e) is not intended to be a representation of money (including electronic money), payment
instrument, security, commodity, bond, debt instrument, unit in a collective investment or
managed investment scheme or any other kind of financial instrument or investment;
(f) is not a loan to the Company, the Distributor or any of their respective affiliates, is not
intended to represent a debt owed by the Company, the Distributor or any of their
respective affiliates, and there is no expectation of profit nor interest payment; and
(g) does not provide the token holder with any ownership or other interest in the Company,
the Distributor or any of their respective affiliates.
Notwithstanding the STADX distribution, users have no economic or legal right over or
beneficial interest in the assets of the Company, the Distributor, or any of their affiliates after
the token distribution.
For the avoidance of doubt, neither the Company nor the Distributor deals in, or is in the
business of buying or selling any virtual asset or digital payment token (including STADX).
Any sale or distribution of tokens would be performed during a restricted initial period solely
for the purpose of obtaining project development funds, raising market/brand awareness, as
well as community building and social engagement; this is not conducted with any element of
repetitiveness or regularity which would constitute a business.
To the extent a secondary market or exchange for trading STADX does develop, it would be
run and operated wholly independently of the Company, the Distributor, the distribution of
STADX and StadiaX. Neither the Company nor the Distributor will create such secondary
markets nor will either entity act as an exchange for STADX.
Informational purposes only: The information set out herein is only conceptual, and
describes the future development goals for StadiaX to be developed. In particular, the project
roadmap in the Token Documentation is being shared in order to outline some of the plans of
the StadiaX Project Contributors, and is provided solely for INFORMATIONAL PURPOSES
and does not constitute any binding commitment. Please do not rely on this information in
deciding whether to participate in the token distribution because ultimately, the development,
release, and timing of any products, features or functionality remains at the sole discretion of
the Company, the Distributor or their respective affiliates, and is subject to change. Further,
the Token Documentation or the Website may be amended or replaced from time to time.
There are no obligations to update the Token Documentation or the Website, or to provide
recipients with access to any information beyond what is provided herein.
Regulatory approval: No regulatory authority has examined or approved, whether formally
or informally, any of the information set out in the Token Documentation or the Website. No
such action or assurance has been or will be taken under the laws, regulatory requirements
or rules of any jurisdiction. The publication, distribution or dissemination of the Token
Documentation or the Website does not imply that the applicable laws, regulatory
requirements or rules have been complied with.
Cautionary Note on forward-looking statements: All statements contained herein,
statements made in press releases or in any place accessible by the public and oral
statements that may be made by the Company, the Distributor and/or the StadiaX Project
Contributors, may constitute forward-looking statements (including statements regarding the
intent, belief or current expectations with respect to market conditions, business strategy and
plans, financial condition, specific provisions and risk management practices). You are
cautioned not to place undue reliance on these forward-looking statements given that these
statements involve known and unknown risks, uncertainties, and other factors that may cause
the actual future results to be materially different from that described by such forward-looking
statements, and no independent third party has reviewed the reasonableness of any such
statements or assumptions. These forward-looking statements are applicable only as of the
date indicated in the Token Documentation, and the Company, the Distributor as well and the
StadiaX Project Contributors expressly disclaim any responsibility (whether express or implied)
to release any revisions to these forward-looking statements to reflect events after such date.
References to companies and platforms: The use of any company and/or platform names
or trademarks herein (save for those which relate to the Company, the Distributor, or their
respective affiliates) does not imply any affiliation with, or endorsement by, any third party.
References in the Token Documentation or the Website to specific companies and platforms
are for illustrative purposes only.
English language: The Token Documentation and the Website may be translated into a
language other than English for reference purposes only and in the event of conflict or ambiguity
between the English language version and translated versions of the Token Documentation
or the Website, the English language versions shall prevail. You acknowledge that you have
read and understood the English language version of the Token Documentation and the
Website.
No Distribution: No part of the Token Documentation or the Website is to be copied,
reproduced, distributed or disseminated in any way without the prior written consent of the
Company or the Distributor. By attending any presentation on this Token Documentation or
by accepting any hard or soft copy of the Token Documentation, you agree to be bound by
the foregoing limitations.
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