GENERAL
These Terms and Conditions (the “Terms”) set forth the principal terms governing the issuance, acquisition, holding, and trading of Gallaxium Bars (“Gallaxium Bar”) and Gallaxium Tokens (“Gallaxium Token”), which are issued by Gallaxium Bar Inc. (the “Company”). These Terms govern the relationship between the Company and any participant engaging with Gallaxium Bars and/or Gallaxium Tokens.
In addition to these Terms, participants agree to be bound by any guidelines, policies, notices, terms of service, disclaimers, or supplementary conditions published by the Company from time to time. By obtaining, holding, or trading Gallaxium Bars and/or Gallaxium Tokens, you represent and warrant that you have read, understood, and agreed to these Terms in full, and that you meet all eligibility criteria specified herein.
GALLAXIUM BARS
2.1. Staking Requirements
Participants who hold GLX Tokens may stake a minimum of US$10,000 worth of GLX Tokens into a vault administered by Gallax at [insert website]. Tokens must remain staked and locked for a continuous, uninterrupted period of no less than twenty-four (24) months. Upon satisfying the staking requirements, participants shall be eligible to receive one (1) Gallaxium Bar, representing an entitlement to additional rights and benefits, as outlined below. The staking conditions and terms, including duration, rewards, and related factors, are determined by Gallax and are not controlled by the Company.
2.2. Rewards for Holding a Gallaxium Bar
Holders of Gallaxium Bars may be entitled to certain rights, benefits, or distributions in connection with activities conducted on the X-Armoury platform or related initiatives. The specific terms governing any such entitlements shall be set out in separate documentation provided to holders of Gallaxium Bars.
Holders of a Gallaxium Bar shall have the right, but not the obligation, to acquire Gallaxium Tokens, subject to separate documentation provided to holders. The Company reserves the right to determine the availability, pricing, and number of Gallaxium Tokens offered for purchase at any given time. The Company further reserves the absolute right to refuse any purchase of Gallaxium Tokens at its sole discretion.
Participants acknowledge and accept that any rights, benefits, or distributions are subject to change, suspension, or termination at any time at the sole discretion of the Company without prior notice, and may be affected by operational, financial, regulatory, or other considerations.
The Company reserves the absolute right to amend, revise, or modify the terms applicable to Gallaxium Bar holders at any time, and all determinations made by the Company in relation to such entitlements shall be final and binding.
GALLAXIUM TOKENS
Holders of Gallaxium Bars shall have the right, but not the obligation, to acquire Gallaxium Tokens, subject to separate documentation provided to holders. The Company may, in connection with the issuance of Gallaxium Tokens, acquire up to a certain percentage of equity in an external company, depending on the number of Gallaxium Bars subscribed for by participants.
Gallaxium Tokens may confer certain rights, entitlements, or benefits in relation to the Company’s interests in external projects. The specific terms governing the nature, scope, and allocation of any such rights, entitlements, or benefits shall be set out in separate documentation provided to Gallaxium Token holders.
Participants acknowledge and accept that any entitlements or benefits associated with Gallaxium Tokens are not guaranteed and are subject to operational, financial, regulatory, and other considerations, as determined by the Company in its sole discretion.
The Company reserves the right to amend, revise, or modify the terms governing Gallaxium Tokens, including the nature of any entitlements or benefits, at any time without prior notice. In the event of any dispute or disagreement relating to Gallaxium Tokens, the Company shall have absolute and final discretion in making any determinations, and participants shall have no further right of recourse.
[Note to PX: Please see above draft sections 2.2 and 3. We understand that you would like to include the benefits of holding Gallaxium Bars and Gallaxium Tokens, such as potential revenue sharing and equity participation. From a regulatory perspective, our preference would be not to include these features directly in the Terms and Conditions. Including such features may risk the Bars and Tokens being classified as securities in certain jurisdictions, which could lead to regulatory complications depending on where token holders are based. As an alternative, we recommend that any such benefits be documented separately through a private agreement signed between the Company and the relevant token holders. This approach would allow the Company to offer these benefits while better managing regulatory risk.]
ELIGIBILITY
4.1. Eligibility Criteria
To participate in the Gallaxium Bar and Gallaxium Token programme, participants must:
be at least eighteen (18) years of age or the age of majority in their jurisdiction, whichever is higher;
have full legal capacity to enter into binding agreements under applicable law; and
successfully complete all KYC and identity verification procedures as required by the Company.
4.2. KYC and Documentation
Participants must submit all documents and information requested by the Company, including but not limited to:
a valid government-issued identity document;
proof of residential address; and
any additional information or documentation required to verify the source of funds or comply with applicable regulations.
The Company reserves the right to reject any application for participation or to terminate any participant’s rights if the KYC process is not satisfactorily completed or if any doubts arise regarding the participant’s eligibility.
4.3. Restricted Jurisdictions
Participation is strictly prohibited for individuals, entities, or residents located in, or otherwise subject to, jurisdictions that are:
under economic or trade sanctions;
identified by the Company as restricted; or
otherwise deemed high-risk or prohibited for regulatory, legal, or compliance reasons.
Participants bear sole responsibility for ensuring that their participation does not contravene local laws or regulations applicable to them.
RESTRICTIONS
5.1. Limited Supply
The issuance of Gallaxium Bars shall be strictly capped at five hundred (500) units. No further Gallaxium Bars shall be created beyond this cap unless expressly determined otherwise by the Company.
5.2. Maximum Holdings
Each eligible participant shall be entitled to acquire a maximum of five (5) Gallaxium Bars, thereby granting access to the rights associated with up to five (5) Gallaxium Tokens.
5.3. Due Diligence and Compliance
Participants are subject to the Company’s internal compliance protocols, which include, without limitation, anti-money laundering (AML) checks, counter-terrorist financing (CFT) reviews, and sanctions screening. The Company reserves full discretion to approve, reject, or suspend participants based on its internal compliance determinations.
5.4. Regulatory Compliance Obligations
Participants agree to act in full compliance with all applicable laws, rules, and regulations relating to cryptocurrency, taxation, financial services, AML/CFT, and related activities in their jurisdiction.
TRANSFERABILITY
6.1. Restricted Transferability
Gallaxium Bars and Gallaxium Tokens may only be traded or transferred through the Company’s platform, subject to terms of service and transfer restrictions (if any) published by the Company.
6.2. Prohibition on Third-Party Transfers
Without the Company’s express prior written consent, participants shall not trade, transfer, or otherwise dispose of Gallaxium Bars or Gallaxium Tokens through third-party exchanges, peer-to-peer platforms, or other unauthorised avenues.
6.3. Remedies for Breach
Violation of the restrictions in this Clause may result in immediate account suspension, forfeiture of entitlements, termination of participation rights, and any other remedies deemed appropriate by the Company.
INTELLECTUAL PROPERTY
All trademarks, copyrights, patents, proprietary software, inventions, technologies, and other intellectual property rights relating to Gallaxium Bars and Gallaxium Tokens are and shall remain the exclusive property of the Company. Participants shall not claim, contest, license, reverse-engineer, modify, or otherwise exploit the Company’s intellectual property without prior written authorisation.
DISCLAIMER AND NO WARRANTIES
Gallaxium Bars and Gallaxium Tokens are not securities, commodities, or financial instruments. Participation should not be construed as an investment activity, and no representations are made regarding potential returns. The Company expressly disclaims all warranties, express or implied, regarding Gallaxium Bars, Gallaxium Tokens, and associated services, including warranties of merchantability, fitness for a particular purpose, and non-infringement. Participation in cryptocurrency and token programmes involves substantial risks, including extreme volatility, liquidity risk, cybersecurity risks, and regulatory uncertainty. Participants assume full responsibility for their participation.
LIMITATION OF LIABILITY
9.1. Exclusion of Liability
To the maximum extent permitted by law, the Company shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from or related to:
the use, performance, or inability to use Gallaxium Bars or Gallaxium Tokens;
any interruption, suspension, or termination of access to services associated with Gallaxium Bars and/or Gallaxium Tokens; or
any unauthorised access, hacking, loss of data, or breach of security.
9.2. Force Majeure
The Company shall not be liable for any failure to perform due to circumstances beyond its reasonable control, including acts of God, natural disasters, cyberattacks, changes in law, or governmental restrictions.
ANTI-MONEY LAUNDERING (AML) AND COMPLIANCE
The Company strictly adheres to applicable AML and CFT regulations. Participants are required to cooperate fully in any compliance inquiries and to promptly furnish requested information and documentation. The Company reserves the right to immediately suspend or terminate the participation of any individual or entity suspected of violating applicable AML laws, sanctions regulations, or engaging in unlawful or fraudulent activities.
GOVERNING LAW AND DISPUTE RESOLUTION
These Terms and any related disputes shall be governed exclusively by the laws of the Republic of Panama, without regard to conflict of laws principles. Any dispute, controversy, or claim arising out of or in connection with these Terms shall be settled by binding arbitration under the Rules of Arbitration of the Panama Chamber of Commerce. The arbitration shall be conducted in English, as mutually agreed between the parties. The arbitration award shall be final and binding.
RISK WARNING
Participants expressly acknowledge that cryptocurrencies, tokens, and blockchain technologies are highly volatile, experimental, and subject to uncertain regulatory treatment. Participants may experience significant financial losses and should only participate with funds they are prepared to lose entirely. Participants are recommended to seek independent financial, tax, and legal advice.
ACKNOWLEDGEMENT
By proceeding to obtain, hold, or trade Gallaxium Bars and/or Gallaxium Tokens, you confirm that you have read, understood, and agreed to these Terms and Conditions in their entirety.
