Legal Notice
RaysX

Last revised: November 15, 2022

Who we are and what we do

RAYSX FOUNDATION – FZCO
Located at: UAE, Dubai, Dubai Silicon Oasis, Dubai Digital Park
E-mail: [email protected]
Entity Number: 006-0016622-120522

We are thrilled to empower the new decentralized global economy built on blockchains, bringing innovative tools and transparent analytics with fast, reliable, and efficient web3 apps at scale.

We offer you:

• RaysX DEX Terminal
  Full on-chain analytics and terminal for DEX trading with External Apps marketplace.

• RaysX Protocol
  Designed to Connect External Apps to the DEX Without Knowledge of Smart Contracts and Web3.

• Trade and Earn
  Buy NFT using External Apps and Earn $RAX Token.

• RAX Crypto Rank
  A ranking algorithm to build a fairer and fundamental rank.

• $RAX Token
  To drive innovation in DeFi 2.0 and build a self-sustaining economy.

RaysX is an on-chain analytics platform that helps traders and investors holistically analyze decentralized finance (DeFi) and developers to publish and monetize their decentralized applications through the $RAX Token and the RaysX Protocol.

The RaysX platform (Terminal) provides an opportunity to establish a direct connection between users and DeFi developers.

$RAX Token is the tool for acquiring additional functionality, as platform analytics and forecasts, external apps designed to improve trading processes, and NFTs to boost your reward. It is also a tool for motivation and deflation on the part of the platform to maintain its integrity and viability.

About this Legal Notice

This Legal Notice provides you with information about:

• information about the risks associated with the Products;
• intellectual property;
• our liability.

This Legal Notice is the part of conditions that legally regulate the using our services and the Products so it should be read in conjunction with Legal Documents. You can find other legal conditions at https://ray.sx.

Please note:

Read this Legal Notice and other available Legal Documents carefully as it governs your use of our Products and Token sale, and contains important information about your rights and liability. the Products are only available to you if you agree completely with the terms from Legal Documents.

We reserve the right, in our sole discretion, to make changes or modifications to this Legal Notice at any time and for any reason. We will alert you about any changes and update the «Last Revised» date of this document.

Please note:

All cryptocurrencies’ the Products carry a high degree of risk and are not suitable for many investors. It is important that you fully understand the risks involved before deciding to get the Products. Since cryptocurrency markets are decentralized and non-regulated our services are unregulated services that are not governed by any specific regulatory framework.

Given the legal uncertainty of distributed ledger technologies, businesses and activities, and cryptocurrencies and cryptocurrency-related businesses and activities in a number of jurisdictions, we have spent time and resources considering its business approach and where it intends to operate now and in the future. We provide our Products “as is”, without warranties of any kind and without verification of compliance with any jurisdiction in various countries. As a result, it is possible that Tokens $RAX may constitute a security in your jurisdiction or that Tokens deals may be a regulated or prohibited activity in your jurisdiction.

We accept no responsibility or liability to you in these or any other circumstances. You are strongly advised to seek independent legal advice regarding the legality of your participation in the sale and purchase of Tokens in your jurisdiction.

Similar to any asset, the value of cryptocurrencies and Tokens may fluctuate significantly, and there is a huge risk which means that you may suffer economic losses when buying, selling, holding or investing in cryptocurrencies and engaging in related transactions.

Your use of the Products means that you confirm and agree:

1. You understand the risks associated with Tokens and related transactions; and
2. You agree to bear all risks and losses associated with the use of our Products and engaging transactions involving Tokens; and
3. We shall not be responsible for any such risks or losses or adverse consequences.

Definitions

The following words and phrases have the following meanings in this Legal Notice:

Please note:

• all singular words include plural ones and vice versa;
• the term "including" does not exclude anything not listed;
• if there is no term in this Legal Notice, then such term shall be interpreted in accordance with the designation used in the business environment and the law.

1. Intellectual Property

1.1 We own all intellectual property and other rights in the Products and its contents, including (but not limited to) software, text, images, trademarks (such as RaysX), service marks, copyrights, patents, and designs. This intellectual property is available under the terms of our copyright licenses and our Legal Documents. Protocols used with the Products are comprised entirely of open-source or source-available software running on public blockchains.

We reserve the following rights, which do not constitute obligations of ours:
a) with or without notice to you, to modify, substitute, eliminate or add to the Products;
b) to review, modify, filter, disable, delete and remove any and all content and information from the Products; and
c) to cooperate with any law enforcement, court or government investigation or order or third party requesting or directing that we disclose information or content or information that you provide.

1.2 You may not use our Products to conduct, pay for or facilitate activities that:

• violate any law, statute, regulation, or decision of an authority;
• relate to transactions involving:
  - narcotics, certain controlled substances, or other the Products that present a risk to human safety,
  - drug paraphernalia,
  - items that encourage, promote, facilitate or instruct others to engage in illegal activity,
  - the promotion of hate, violence, racial intolerance, or the financial exploitation of a crime,
  - items that are considered obscene,
  - certain sexually oriented materials or services,
  - ammunition, firearms, certain firearm parts or accessories, or certain weapons or knives regulated under applicable law;
• relate to transactions that:
  - transfer the personal information of third parties in violation of applicable law,
  - support pyramid or ponzi schemes, matrix programs, other schemes or certain multi-level marketing programs.

1.3 Prohibited activities using the Products:

• use the Products or allow a third-party individual or entity to use the Products to commit fraud or otherwise violate the law;
• engage in conduct that is harassing, threatening, intimidating, or stalking, or that we otherwise deem objectionable;
• engage in conduct or an act of fraud, extortion or blackmail, that seeks to disseminate falsehoods about us or otherwise harm RaysX’s reputation and credibility using deception;
• use the Products in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Products, or that could damage, disable, overburden or impair the functioning of the Products in any manner;
• uses the Products to steal the assets of another user, us, or affiliated companies, through replay attacks, etc.;
• reverse engineer any aspect of the Products or do anything that might reveal the source code of the Products (except to the extent such restriction is prohibited by applicable law);
• violate, infringe or misappropriate any intellectual property right, or another third-party right, or commit a tort or any other prohibited action;
• reproduce (other than standard website page caching), create derivative works of, publicly perform, publicly display, distribute, sell, rent, lease, timeshare or otherwise commercially exploit the Products, in whole or in part;
• attempt to bypass or circumvent measures employed to prevent or limit access to any content, area or functionality on the Products;
• develop any third-party applications that interact with the Products without our prior written consent;
• use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Products, extract data or otherwise interfere with or modify the rendering of the Products pages or functionality;
• provide false, inaccurate, or misleading information;
• use the Products other than for its intended purposes; or
• use the Products to engage in or promote any activity that violates Legal Documents.

1.4 The main part of the Products provided by us is the RaysX DEX Terminal.

The RaysX DEX Terminal is a dashboard built on top of the decentralized trading platform equipped with multiple decentralized exchanges.

Transactions are entered into and settled between users and other users or peers directly, without our involvement. Trading takes place directly on the blockchain. The RaysX DEX Terminal is characterized by the fact that an exchange of information about the purchase and sale offers of certain Tokens and cryptocurrencies is made accessible by it, even if the basic data on the trade offers can also be viewed without the DEX Terminal on the blockchain directly and executed thereon.

The DEX Terminal offers users the possibility to view buy and sell offers of other users regarding certain Tokens and cryptocurrencies that are currently listed on the blockchain. We are not involved in the matching of interests, placing of offers, the conclusion of contracts or execution and settlement of orders on or through the DEX Terminal. Both the matching and the settlement are done bilaterally between the respective user as buyer and seller. Only information from the blockchain is processed and mapped via the DEX Terminal that is our Intellectual Property.

1.5 The available information by our web-site, and the Products and Tokens are provided “as is” and without representations or warranties of any kind, either express or implied.

We reserve the right not to be responsible for the topicality, correctness, completeness or quality of the information provided by our web-site, the Products, or elsewhere about Tokens and the Products. Liability claims against the author relating to material or non-material damage caused by the use or non-use of the information provided or by the use of incorrect or incomplete information are excluded unless we can be proven to have acted with intent or gross negligence. All offers are subject to change and non-binding. We may change, supplement or delete offers without prior notice or to discontinue publication temporarily or permanently.

2. Tokens

2.1 Tokens are not intended to be and do not constitute shares or securities (of any kind) in any jurisdiction. This Legal Notice, any Legal Document, and ad do not constitute a prospectus or offering document of any kind and the information available is not intended as an offer of securities or a solicitation of an investment in securities in any jurisdiction.

2.2 We strongly advise you to seek independent legal advice regarding the legality of your participation in Token transaction in your country. We are not shares or securities of any kind. Tokens do not entitle you to any ownership or other interest in our Company. Tokens are merely a means by which you can use certain the Products that are still under development by us. There is no guarantee that the Product will actually be developed further.

2.3 Token characteristics:

• Token is not a currency issued by a central bank or a national, supranational or quasi-national organisation, nor is it backed by hard assets or other credit, nor is it a commodity in the conventional sense of that word;
• Tokens may be used in connection with the Products;
• No natural or legal entity other than RaysX is obliged to accept or support $RAX Tokens;
• Tokens are not securities. If you purchase Tokens, your purchase cannot be refunded or exchanged;
• Tokens do not entitle you to any capital, management, voting or similar right or entitlement in our company or any of its affiliates.
• Tokens are sold as digital the Products, similar to downloadable software, digital music, and such.

2.4 We advise against purchasing Tokens for speculative investment purposes.

2.5 We don't recommend that you purchase Tokens if you are not experienced in cryptographic Tokens, blockchain-based software and distributed ledger technology and if you have not taken independent professional advice.

2.6 Token transaction may not result in an active or liquid market for Tokens. In the event that the Company decides to seek approval for the availability of Tokens for trading on a cryptocurrency exchange, there is no guarantee that such approval will be granted. In addition, even if such approval is granted by a cryptocurrency exchange, there is no guarantee that an active or liquid trading market for Tokens will develop or, if developed, be maintained after Tokens are made available for trading on such market. There is also no assurance that the market price of Tokens will not fall below the price you have purchased Token.

2.7 We don’t provide the Products and Tokens to residents of non-restricted jurisdictions.

In particular, restricted jurisdictions are the United States of America, China, South Korea, Vietnam, and any other jurisdiction that prohibits or requires supervision, oversight, licensing, compliance and/or approval by any regulatory (or similar) authority or board or any monetary or securities authority for:
a) possessing, distributing or disclosing the information about Tokens and the Products; and/or
b) participating in or purchasing Tokens and/or offering to sell Tokens or similar activity or a the Product or other restricted entities may not participate in Token transactions.

Restricted entities to any citizens, nationals, residents (for tax purposes or otherwise) and/or green card holders, companies, partnerships, trusts, corporations, institutions, governments, states, or agencies of any state or any other incorporated or unincorporated body or association, federation or partnership (whether or not having separate legal personality) incorporated and/or lawfully existing under the laws of any restricted jurisdiction. Tokens may not be resold to purchasers who are restricted entities or to purchasers in any other jurisdiction where the purchase of Tokens may constitute a violation of applicable laws.

3. Key Risks and Liability

You are solely responsible for understanding and complying with any and all applicable laws, rules and regulations in connection with your acceptance of this Legal Notice, and other Legal Documents and your use of any part of the Products, including but not limited to those related to taxes.

3.1 Risk of Theft or Hacking and Software Weaknesses

RaysX underlying software platform as well as smart contract used with RaysX Protocols regard to Tokens, and other cryptocurrencies and their software protocol may be subject to attacks by hackers or others, including but not limited to so-called malware attacks, denial-of-service attacks, and spoofing. Such successful attacks may result in theft or loss of funds or other assets, which may impair the ability to develop the business and affect any use or functionality of our Products and services. We don't guarantee, warrant or assure and do not take on any liability that RaysX software platform can be operated uninterruptedly or error-free. We may not be held liable to pay damages resulting from hacks or other malicious attacks and do not take on any responsibility or liability for such events, incurred by third parties.

3.2 Blockchain Risks

Since blockchain is an independent public peer-to-peer network and is not controlled in any way or manner, we shall not be responsible for any failure and/or mistake and/or error and/or breach which shall occur in blockchain or in any other networks in which Tokens are being issued and/or traded. You will be bound and subject to any change and/or amendments in the blockchain system and subject to any applicable law which may apply to the blockchain. We make no representation or warranty of any kind, express or implied, statutory or otherwise, regarding the blockchain functionality nor for any breach of security in the blockchain.

3.3 Price Change Risk

Prices of Tokens and cryptocurrencies fluctuate day by day or even hour by hour. The value of your available balance could surge or drop suddenly. Please note that there is a possibility that the price could drop to zero. Any future sale of Tokens would increase the supply of Tokens in the market, which may result in downward pressure on the price of Tokens. The sale or distribution of a substantial number of Tokens outside of Token Sale (including, without limitation, the transfer of Tokens to persons who are not purchasers for the purposes of community initiatives, business development, academic research, education and market expansion and the issuance of Tokens as rewards to users of our ecosystem being further developed or otherwise) or the perception that such further sales may occur could adversely affect the trading price of Tokens.

3.4 Operation of Protocols

In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. We are not responsible for the operation of the underlying protocols and make no guarantee of their functionality, security, or availability. The underlying protocols are subject to changes in operating rules (“Forks”), and such Forks may materially affect the value, function, and/or even the name of cryptocurrencies and Tokens. In the event of a Fork, we may temporarily suspend the Products operations (with or without advance notice to Users) and we may
1) configure or reconfigure its systems or
2) decide not to support (or cease supporting) the Forked protocol entirely.

3.5 Third Parties’ Risks

When we are providing the Products, we interact with Third Parties, including holding the Users' payment funds by them. If any such Third Party loses any money, fails or goes out of business, there is no specific legal protection that covers you for losses arising from any funds you may have held with such Third Party, even when such party is registered with a national authority. Depending on the structure and security of the digital wallet, some may be vulnerable to hacks, resulting in the theft of virtual currency or loss of customer assets. We will not be responsible in the event of such losses.

3.6 Regulatory Uncertainty

The regulatory frameworks applicable to services and transactions in connection with Tokens are still developing and evolving. It is possible that your transactions or assets are, or may be in the future, subject to various reporting, tax or other liabilities and obligations. Legislative and regulatory changes or actions at the country, regional or international level may materially and adversely affect the use, transfer, exchange, and value of Tokens, for which we don't take on any liability.

3.7 Other Risk Disclosure

• You may lose any money you spend to purchase Tokens $RAX. In the event that you purchase Tokens, your purchase cannot be refunded or exchanged. There is no guarantee that the benefits of Tokens or the project RaysX will be delivered to you.
• By agreeing to this Legal Notice and participating in the transaction to purchase Tokens, you act on your own risk.
• By participating in Token transaction, you agree that you have no recourse, action, judgment or remedy against RaysX if the benefit of Tokens or the RaysX project described in manifests, ads, and elsewhere are not delivered or realised.
• If you are unsure about anything or are not prepared to lose any money you spend on the purchase of Tokens, we strongly advise you not to purchase Tokens. We recommend that you seek advice from legal, financial, tax, and other professional advisors or experts before participating in Token $RAX transaction;
• There is no guarantee of the success of Token transactions.

3.8 Other Liability

• We don't have any influence to the blockchain, so we will also in no event be liable to you for any damages, including any general, special, incidental or consequential damages arising out of the use or inability to use our Products and services, including but not limited to:
• Losses of profits, expected revenue or gains, or business opportunities, even if we were advised of or knew or should have known of the possibility of the same;
• Security problems experienced by the User of the Products, the properties of Tokens and cryptocurrencies or its underlying technology used or any other, e.g., unauthorized access to a User’s account or a digital wallet;
• Technical failures in the hardware of a user, e.g., data loss owing to a faulty or damaged storage device;
• Mistakes made by a User, e.g., forgotten passwords, transactions sent to incorrect addresses;
• Software, e.g., corrupted files, incorrectly constructed transactions, unsafe software libraries and/or malware affecting the Products;
• Actions or inactions of third parties or events experienced by third parties, e.g., the bankruptcy of service providers, information security attacks on service providers, and fraud conducted by third parties.

3.9 We do not provide advice

We provide our Products on an execution-only basis. This means we do not provide investment or financial advice for our Users. Where we provide factual information, market commentary, transaction procedure guidance or methods of managing risk, you should not construe these as advice.

3.10 Under no circumstances shall we or any of our past, present or future employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, joint ventures, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns have any liability, be in any way responsible or accountable or liable to any purchaser of Tokens and the Products for any lost profits or otherwise or for any lost savings or for any incidental, direct, indirect, special or consequential damages arising in any way out of or in connection with usage of the Products or Token transactions.

3.11 You are solely responsible for any decision to enter into a transaction with us.

You are responsible for managing your own tax, regulatory, and legal affairs, including where relevant any filings, payments, or returns.

We do not provide any tax, legal, or regulatory advice. If you require assistance with a tax, legal, or regulatory matter regarding our Products, you should seek independent professional advice.

You accept the risk of trading digital assets. In entering into any transaction, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of such transaction and the underlying digital asset. You represent that you have sufficient knowledge, professional advice and experience to make your own evaluation of the merits and risks of any transaction entered into on the Products, and you are aware of the laws in your location regarding digital assets and the use of the Products.

We don't express any opinion or give any advice on the purchase, sale or any other transaction in Tokens and the presentation, publication or transmission of all or any part of the available information shall not serve as the basis of, or be relied upon in connection with, any contract or investment decision.

3.12 We have great risks as set forth in this section of this Legal Notice. Therefore, the development of the Products and the introduction of the anticipated Token functionality may not be completed and there is no guarantee that it will be introduced at all. For this reason, Tokens issued may have little or no value, which would affect the trading price and/or use of Tokens.

3.13 We may be forced to cease operations in a jurisdiction that makes it illegal to operate in that jurisdiction or makes it economically unviable or undesirable to obtain the required regulatory approval(s) to operate in that jurisdiction. In scenarios such as the foregoing, the utility, liquidity and/or trading price of Tokens will be adversely affected and/or trading in Tokens may cease.

4. Personal Data Processing

4.1 The input of your Personal Data (email addresses, name, addresses) takes place voluntarily by you.

4.2 You may pay for our offer it is permitted and so far technically possible and reasonable – without specification of any personal data or under specification of anonymized data or an alias. It is this is only possible if our KYC/AML policy is not contradicted.

4.3 We make every effort to comply with KYC procedures to combat the following illegal activities:

• Money Laundering (“ML”) is conducting or attempting to conduct a financial transaction knowing that the transaction is designed in whole or in part to conceal or disguise the nature, location, source, ownership, or control of the proceeds of specified unlawful activities;
• Terrorist financing (“FT”) is conducting or attempting to conduct a financial transaction for terrorist activity, meaning as the provision or collection of funds, by any means, directly or indirectly, with the intention that they are used or in the knowledge that they are to be used, in full or in part, in order to carry out any of the offenses within the meaning of the law.

4.4 We may conduct a survey, collecting data about people who want to buy access to our Products and Tokens as a part of our Know Your procedures to combat ML and FT. These procedures allow identifying our Users.

5. Miscellaneous

5.1 You may not assign or transfer any right to use the Products, or Tokens, or any of your rights or obligations and duties under Legal Documents without prior written consent from us. We may assign or transfer any or all of its rights or obligations under any Legal Document, in whole or in part, without notice.

5.2 We have the right to with you terminate contractual relationships with you due to dormancy and if you violate this Legal Notice or any other Legal Documents.