Terms and Conditions
GOLD SECURED CURRENCY (GSX) COIN DISTRIBUTION EVENT
TERMS AND CONDITIONS
The following Terms and Conditions ("Terms") govern your (“you” or the “Purchaser”)
purchase of cryptographic coins ("GSX", “Coins” or “GSX Coins”) from Apollo Fintech Ltd. (“Apollo”, “Apollo Fintech” or the “Company”) an exempted company duly registered and existing by virtue of the laws of Hong Kong. You and the Company are referred to as, singly, a “Party” and, collectively, the “Parties
” to these Terms. This document is not and shall in no way be considered as a solicitation for
investment and does not pertain in any way to an offering of securities in any jurisdiction.
This document describes the GSX Coin Distribution Event (“CDE” or “GSX distribution”).
IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT ALLOWED TO PURCHASE GSX FROM
THE COMPANY. BY PURCHASING GSX FROM THE COMPANY, YOU AGREE THAT YOU
UNDERSTAND AND ACCEPT THE TERMS HEREIN. YOU FURTHER UNDERSTAND AND ACCEPT
THAT YOU WILL BE BOUND BY THESE TERMS AND ANY OTHER TERMS INCORPORATED
HEREIN BY REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE
CONTACT THE COMPANY at [email protected] By purchasing GSX, and to the extent
permitted by law, you agree not to hold the Company and any and all of its employees,
officers, directors, contractors, consultants, equity holders, suppliers, vendors, service
providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors,
successors and assigns, whether acting as such in the past, present, or future (the “Apollo
Fintech Ltd. Team”) liable for any losses or any special, incidental, or consequential damages
arising from, or in any way connected, to the distribution of GSX, including losses associated
with the Terms set forth below.
DO NOT PURCHASE GSX IF YOU ARE NOT AN ACCREDITED INVESTOR IN YOUR JURISDICTION AND
EXPERT IN DEALING WITH CRYPTOGRAPHIC COINS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS.
PRIOR TO PURCHASING GSX, YOU SHOULD CAREFULLY CONSIDER THE TERMS LISTED BELOW AND, TO
THE EXTENT NECESSARY, CONSULT AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL.
IF ANY OF THE
FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE GSX.
PURCHASES OF GSX SHOULD BE UNDERTAKEN ONLY BY INDIVIDUALS, ENTITIES, OR
COMPANIES THAT HAVE SIGNIFICANT EXPERIENCE WITH, AND UNDERSTANDING OF, THE
USAGE AND INTRICACIES OF CRYPTOGRAPHIC COINS AND BLOCKCHAIN-BASED SOFTWARE
SYSTEMS. PURCHASERS SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND
TRANSMISSION MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC COINS. WHILE THE
COMPANY WILL BE AVAILABLE TO ASSIST PURCHASERS OF GSX DURING THE DISTRIBUTION,
THE COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF BTC, ETH, OR GSX
RESULTING FROM ACTIONS TAKEN OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH
EXPERIENCE OR EXPERTISE, YOU SHOULD NOT PURCHASE GSX OR PARTICIPATE IN THE
DISTRIBUTION OF GSX. YOUR PARTICIPATION IN GSX DISTRIBUTIONIS SHALL BE DEEMED AND
CONSIDERED AS YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS MENTIONED
IN THIS PARAGRAPH AND THE TERMS HEREINAFTER PROVIDED.
IN VIEW OF THE ABOVE, THE PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL,
THE GSX COINS IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Conditions to GSX coin distribution
You may purchase, or otherwise receive, a GSX coin, only by accepting and complying with
the following conditions. Further by purchasing or receiving a GSX coin, you warrant and
represent that the following are true and an accurate reflection of the basis on which you are
acquiring the GSX coins:
1.1. Neither the Company nor any of the Apollo Fintech Ltd. Team has provided you with
any advice regarding whether GSX is a suitable investment for you.
1.2. You have sufficient understanding of the functionality, usage, storage, transmission
mechanisms, and intricacies associated with cryptographic coins, such as Bitcoin and
Ether, and other blockchain-based software systems in general.
1.3. You are legally permitted and authorized to purchase, receive, hold and otherwise
make use of the GSX in accordance with the laws of your country and any other
relevant jurisdiction applicable to you.
1.4. You will supply us with all information, documentation or copies of the
documentation that we require in order to allow us to accept your purchase of GSX
and allocate GSX to you.
1.5. You have not supplied and will not supply us with inaccurate or misleading
information relating to your acquisition of GSX.
1.6. You will provide us with any additional information which may be reasonably
required in order that we can fulfil our legal, regulatory, and contractual obligations,
including but not limited to compliance with anti-money laundering laws and
1.7. You will notify us promptly of any change to the information supplied by you to us.
1.8. You are of a sufficient age (if an individual) to legally obtain GSX, and you are not
aware to the best of your knowledge of any other legal reason which will prevent
you from obtaining GSX.
1.9. You take sole responsibility for any restrictions and risks associated with receiving
and holding GSX, including but not limited to those set out in Annex A.
1.10. By acquiring GSX, you are not making a regulated investment or any other
designation of this character as may be interpreted by the regulator in your
1.11. You are not obtaining or using GSX for any illegal purpose, and will not use GSX for
any illegal purpose.
1.12. You waive any right you may have, or any right you may thereafter obtain, to
participate in a class action lawsuit or a class wide arbitration against any entity or
individual involved with the distribution of GSX.
1.13. Your acquisition of GSX does not involve a purchase or receipt of shares, ownership,
or any equivalent in any existing or future public or private company, corporation or
other entity in any jurisdiction and is not a security.
1.14. To the extent permitted by law, and provided we act in good faith, the Company
makes no warranty whatsoever, either expressed or implied, regarding the future
success of GSX.
1.15. You accept that GSX is created, and you obtain GSX, on an “as is” and “under
development” basis. Therefore, provided the Company acts in good faith, you accept
that the Company is providing and distributing GSX without being able to provide
any warranties in relation to GSX, including, but not limited to, title, merchantability,
or fitness for a particular purpose.
1.16. You accept that you bear sole responsibility of determining the tax implications on
your party, if any, on the following: (i) the acquisition, allocation, use or ownership
of GSX; (ii) the potential appreciation or depreciation in the value of GSX over time,
if any; (iii) the distribution and purchase of GSX; and/or (iv) any other action or
transaction related to GSX.
1.17. You acknowledge that an employee of Apollo Fintech or its subsidiaries will not make any statements about the expected price of cryptocurrencies. If an Apollo Fintech CDE employee does make a statement regarding the price of cryptocurrencies, then their statement is an opinion from which no rights can be derived, and they are going explicably against employee protocol.
1.18. You guarantee and acknowledge that you are not a citizen or resident or resident of the United States
1.19 When you open an account on GSXCDE.com, you guarantee and acknowledge to be an accredited investor in the jurisdiction where you reside
1.20 You understand that the initial asset value of GSX is determined by the total ore reserve estimate of the claims registered by Apollo Fintech or its subsidiaries. This is determined according to an estimate by a local or international geological consultant or business, not by Apollo Fintech, and Apollo Fintech has nothing to do with this process. This estimate typically takes into consideration their independent on the ground testing results, geological formations, data of mines in the area, known belts and other sub-terrain formations. The asset value is typically determined to be 10% to 33% of the estimated total reserves.
2. Overview of GSX distribution
The Company reserves the right to circumvent or otherwise modify the algorithm used to
select the underlying assets if it believes, in its sole discretion, that such selected underlying
assets could adversely affect the Company or GSX from a regulatory or legal perspective. The
Company shall have the right to sell any such underlying assets (if already part of GSX
portfolio) and block their acquisition.
A maximum total amount of 30,000,000,000 (30 billion) GSXs shall be created by the
Company. Nevertheless, only a maximum of 10,000,000,000 (10 billion) GSXs shall be
generated and distributed during the CDE. The remaining 20,000,000,000 GSXs which will
not be part of the distribution shall be owned by the Company. Any kind of ownership of GSX
during the GSX coin distribution carries no rights, whether express or implied. Any purchase
or acquisition of GSX shall be non-refundable in all cases.
2.1. User distribution process
2.1.1. Any person wishing to purchase GSX shall first register and sign up for an
account on the CDE platform (gsxcde.com) as a User.
2.1.2. Each User shall be given a wallet on the CDE platform. Users need only to
encode and enter the amount of GSX they wish to buy. The total purchase
prices shall be computed and shown to the User. Once confirmed, the user
shall press the “Buy” button to proceed with the transaction. Users have the
option to pay with their respective credit cards or other crypto assets, including
but not limited to BTC and ETH, among others.
2.1.3. Users shall then pay the total purchase price of the GSX they purchased. The
total amount of GSX bought shall be reflected on the respective dashboard of
2.1.4. In order to receive the GSX purchased in the CDE in the final distribution, Users
must comply with the KYC procedures and accomplish and submit such
documents which may be required by the Company in accordance with the
relevant laws and regulations governing the purchase and distribution of GSX.
2.1.5. Upon completion of the KYC procedures, Users must provide an APL wallet
address in the platform where the Company can send or otherwise transfer the
GSX the Users purchased.
3. GSX Value
GSX is backed with underlying assets, namely, the land rights by
Apollo Fintech or its subsidiaries. Thus, the value of GSX shall be dependent and based on
the value of gold, as the company mines, and the rights to the Company’s gold-rich real property. Accordingly, the backing of GSX shall be two-pronged as opposed to other stable coins backed by a single asset.
The volume and value of the assets backing the Coin should increase as the assets generate
income by undertaking designated commercial activities therein, as well as the acquisition of
additional rights on the land owned. The value of the land shall be appraised by designated
expert and trusted parties including that of a local geologist or geological services company,
a real estate agency, or a local expert in the mining and real estate industry.
Meanwhile, the Company is in the process of setting up a trust in South Africa which shall
enter a contract with entities holding the rights of the Company over the
rights of the land or the rights of the land directly. Said contract shall exclusively give rights on the land to the trust. The designated beneficiaries of the trust shall be the GSX coin. Consequently, in the event that land rights are sold. The holders of GSX will be the beneficiaries of the proceeds of this sale.
In sum, the nature of the rights of the GSX holders with respect to the land rights owned by the
Company shall be in the nature of beneficiaries of a trust. In case of disposition of the land,
GSX holders shall be entitled to the proceeds of the sale sold in proportion to the amount of
GSX coins owned by the holders.
4. Timing of GSX Coin Distribution
The GSX distribution shall run for approximately 120 calendar days from the date the
distribution opens and/or starts. The Company reserves the right to change the distribution
dates or extend the distribution duration for any reason and at its sole discretion, including
the unavailability of the Website or other unforeseen security or procedural issues, as the
case may be.
5. After the GSX Coin Distribution
The Purchasers should have no expectation of influence over the governance of the Company.
Upon the conclusion of a successful GSX distribution, some of the remaining GSXs that were offered of which were not purchased or distributed during the CDE will be burned.
In case a Purchaser decides to re-sell or otherwise dispose the purchased GSX upon the
completion of the GSX coin distribution, such Purchaser shall ensure that the buyer or
transferee of any such GSX undertakes to comply with all the provisions of these Terms as if
such person were a Purchaser during the GSX coin distribution.
6. The Company Will Not Purchase GSX During the CDE
The Company warrants that neither it nor its shareholders will purchase GSX during the GSX
distribution. The Company further warrants that neither it nor its shareholders will purchase
GSX from any third party during the period of the GSX distribution.
7. All purchases of GSX are final
ANY AND ALL PURCHASES OF GSX ARE FINAL AND NON-REFUNDABLE. BY PURCHASING GSX,
THE PURCHASER ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES,
DIRECTORS, OR SHAREHODELRS ARE REQUIRED TO PROVIDE A REFUND FOR ANY REASON
IF THE COMPANY BELIEVES, IN ITS SOLE DISCRETION, THAT ANY INDIVIDUAL OR ENTITY
OWNING GSX CREATES MATERIAL REGULATORY RISKS OR OTHER LEGAL RISKS OR ANY
ADVERSE EFFECTS TO THE COMPANY AND/OR GSX, THE COMPANY RESERVES THE RIGHT TO:
(A) BUY ALL GSX FROM SUCH GSX OWNERS AT THE THEN-EXISTING MARKET PRICE; AND/OR
(B) SELL ALL THE CRYPTOCURRENCY ASSETS OF THE COMPANY.
8. Taxation of GSX and Taxation Related to the CDE
The Purchaser bears the sole responsibility to determine whether the purchase of GSX or the
potential appreciation or depreciation in the value of GSX over time has tax implications on
the part of the Purchaser in the Purchaser's home jurisdiction. By purchasing GSX, and to the
extent permitted by law, the Purchaser agrees not to hold any of the Company, its affiliates,
shareholders, director, or advisors liable for any tax liability associated with or arising from
the purchase of GSX.
The Purchasers may be contacted by email by the Company. Such emails will be purely
informational in nature. The Company will never request any information from Purchasers in
10. Force Majeure
The APOLLO FINTECH LTD. Team shall not liable for failure to perform solely caused by the
a. Unavoidable casualty;
b. Delays in delivery of materials;
d. Government orders;
e. Acts of civil or military authorities;
f. Acts by common carriers;
g. Emergency conditions (including weather conditions);
h. Security issues arising from the technology used; or
i. Any similar unforeseen event that renders performance commercially implausible
If an event of force majeure occurs, the party injured by the other's inability to perform may
elect to suspend these Terms, in whole or part, for the duration of the force majeure
circumstances. The party experiencing the force majeure circumstances shall cooperate with
and assist the injured party in all reasonable ways to minimize the impact of force majeure
on the injured party.
11. Disclaimer of Warranties
THE PURCHASER EXPRESSLY AGREES THAT THE PURCHASER IS PURCHASING GSX AT THE
PURCHASER'S SOLE RISK AND THAT GSX IS PROVIDED ON AN "AS IS" BASIS WITHOUT
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW
WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM
FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING,
NONE FROM THE APOLLO FINTECH LTD. TEAM WARRANTS THAT THE PROCESS FOR
PURCHASING GSX WILL BE UNINTERRUPTED OR ERROR-FREE.
12. Limitations Waiver of Liability
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED
BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN SHALL APPLY
TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO THE (i) USE
OF, OR INABILITY TO USE, GSX; OR (ii) TAPOLLO FINTECH LTD. TEAM UNDER ANY CAUSE OR
ACTION WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT
LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT
(INCLUDING NEGLIGENCE) AND THAT NONE FROM THE APOLLO FINTECH LTD. TEAM SHALL
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR SUCH
OTHER DAMAGES REGARDLESS OF DESIGNATION, INCLUDING FOR LOSS OF PROFITS,
GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY
TO USE, OR PURCHASE OF, OR INABILITY TO PURCHASE, GSX, OR ARISING OUT OF ANY
INTERACTION WITH THECHNOLOGY IMPLEMENTED IN RELATION TO GSX.
THE PURCHASER FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE APOLLO FINTECH LTD.
TEAM IS NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS
OF GSX, AND THAT THE RISK OF PURCHASING AND USING GSX RESTS ENTIRELY WITH THE
TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL
ANYONE FROM THE APOLLO FINTECH LTD. TEAM BE LIABLE TO ANY PURCHASER FOR MORE
THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE PURCHASE OF
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE,
SOME OF THE ABOVE LIMITATIONS IN THIS SECTION AND ELSEWHERE IN THE TERMS MAY
NOT APPLY TO A PURCHASER. IN PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE
STATUTORY RIGHTS OF ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL
MISCONDUCT OR FRAUD OF THE APOLLO FINTECH LTD. TEAM.
13. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Company
with respect to the purchase and distribution of GSX. For facts relating to the distribution and
purchase, the Purchaser agrees to rely only on these Terms in determining purchase
decisions. The Purchaser understands that these Terms govern the distribution of GSX and
shall be deemed to supersede any public statements about the GSX coin distribution made
by third parties or by the APOLLO FINTECH LTD. Team or individuals associated with any of
the APOLLO FINTECH LTD. Team, whether made in the past, present, or during the GSX coin
The Purchaser and the Company agree that if any portion of these Terms is found illegal or
unenforceable, in whole or in part, such provision shall, as to such jurisdiction, be ineffective
solely to the extent of such determination of invalidity or unenforceability without affecting
the validity or enforceability thereof in any other manner or jurisdiction and without affecting
the remaining provisions of the Terms, which shall continue to be in full force and effect.
15. No Waiver
The failure of the Company to require or enforce strict performance by the Purchaser of any
provision of these Terms or the Company’s failure to exercise any of its rights under these
Terms shall not be construed as a waiver or relinquishment of the Company's right to assert
or rely upon any such provision or right in that or any other instance. The express waiver by
the Company of any provision, condition, or requirement of these Terms shall not constitute
a waiver of any future obligation to comply with such provision, condition, or requirement.
Except as expressly and specifically set forth in these Terms, no representations, statements,
consents, waivers, or other acts or omissions by the APOLLO FINTECH LTD. Team shall be
deemed a modification of these Terms nor the same shall be legally binding.
16. Updates to the Terms
The Company reserves the right, at its sole discretion, to change, modify, add, or remove
portions of the Terms at any time during the distribution by posting the amended Terms on
the Website. Any Purchaser will be deemed to have accepted such changes by purchasing
GSX which shall serve as such Purchaser’s express consent to such modifications. Otherwise,
the Terms may be amended except by express consent of both the Purchaser and the
17. Cooperation with Legal Authorities
The Company will cooperate with all law enforcement enquiries, subpoenas, or requests
provided they are fully supported and documented by law in the relevant jurisdictions.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold
harmless the Apollo Fintech Ltd. Team from and against any and all claims, demands, actions,
damages, losses, costs and expenses (including attorneys’ fees) that arise from or relate to:
(i) your purchase or use of GSX; (ii) your responsibilities or obligations under these Terms; (iii)
your violation of these Terms; or (iv) your violation of any rights of any other person or entity.
The Company reserves the right to exercise sole control over the defense, at your expense,
of any claim subject to indemnification under this Section 18. This indemnity is in addition to,
and not in lieu of, any other indemnities set forth in a written agreement between you and
You are solely responsible for implementing reasonable measures for securing the wallet,
vault, or other storage mechanism you use to receive and hold GSX purchased from the
Company, including any requisite private key(s), secret phrase(s) or other credentials
necessary to access such storage mechanism(s). If your private key(s) or other access
credentials are lost, you may lose access to your Coins. The Company is not and shall not be
responsible for any losses, costs or expenses relating to lost access credentials.
Currently, only English versions of any APOLLO FINTECH LTD.'s communications shall be
considered official. In case communications may be made other than the English language,
the English version shall prevail in case of differences in translation.
21. Governing Law
The terms, including the arbitration clause contained therein, and all non-contractual
obligations arising in any way whatsoever out of or in connection with these Terms are
governed by, construed, and take effect in accordance with the laws of Hong Kong.
Any dispute or difference arising out of or in connection with these Terms or the legal
relationships established by these Terms, including any question regarding its existence,
validity or termination (“Dispute”), shall be referred to and finally resolved by arbitration
under the HKIAC (Hong Kong International Arbitration Centre) Administered Arbitration Rules
which will be deemed incorporated herein by reference, save for any waiver of any rights the
parties would otherwise have to any form of appeal or recourse to a court of law or other
judicial authority, which rights are expressly reserved. The proceedings shall be administered
and decided by a sole arbitrator. The seat of the arbitration shall be Hong Kong and the
language of the arbitration shall be English.
Any Dispute arising out of or related to these Terms is personal to you and the Company which
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.
By purchasing, owning, and using GSX, you expressly acknowledge and assume the following
1. Risk of Losing Access to GSX Due to Loss of Private Key(s), Custodial Error or Purchaser
A private key, or a combination of private keys, is necessary to control and dispose of GSX
stored in your digital wallet or vault. Accordingly, loss of requisite private key(s) associated
with your digital wallet or vault storing GSX will result in loss of such GSX. Moreover, any third
party that gains access to such private key(s), including by gaining access to login credentials
of a hosted wallet service you use, may be able to misappropriate your GSX. Any errors or
malfunctions caused by, or otherwise related to, the digital wallet or vault you choose to
receive and store GSX in, including your own failure to properly maintain or use such digital
wallet or vault, may also result in the loss of your GSX. Additionally, your failure to follow
precisely the procedures set forth in for buying and receiving Coins, including, for instance,
the provision of the wrong address for the receiving GSX, or provision of an address that is
not ERC-20 compatible, may result in the loss of your Coins.
2. Risk of hacking or Mining Attacks
As with other decentralized cryptographic coins, GSX coins are susceptible to hacking or
mining attacks. Any successful attack presents a risk to the platform and GSX,
including, but not limited to, accurate execution and recording of transactions involving GSX.
3. Risk of Hacking and Security Weaknesses
Hackers or other malicious groups or organizations may attempt to interfere with the
platform or GSX in a variety of ways, including, but not limited to, malware attacks, denial of
service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore,
because the platform is based on open-source software, there is a risk that a third party or a
member of the Company team may intentionally or unintentionally introduce weaknesses
into the core infrastructure of the platform, which could negatively affect the platform and
GSX, including the utility of GSX for obtaining services.
4. Risks Associated with Markets for GSX
If secondary trading of Coins is facilitated by third party exchanges, such exchanges may be
relatively new and subject to little or no regulatory oversight, making them more susceptible
to fraud or manipulation. Furthermore, to the extent that third-parties do ascribe an external
exchange value to GSX (e.g. as denominated in a digital or fiat currency), such value may be
5. Risk of Uninsured Losses
Unlike bank accounts or accounts maintained with some other financial institutions, GSX coins
are naturally uninsured unless you specifically obtain private insurance to insure them. Thus,
in the event of loss or loss of utility value, there is no public insurer or private insurance
arranged by Company to offer recourse to you.
6. Risks Associated with Uncertain Regulations and Enforcement Actions
The regulatory status of GSX and distributed ledger technology is unclear or unsettled in many
jurisdictions. It is difficult to predict how or whether regulatory agencies may apply existing
regulation with respect to such technology and its applications, including the Apollo Fintech
Ltd. platform and GSX. It is likewise difficult to predict how or whether legislatures or
regulatory agencies may implement changes to law and regulation affecting distributed
ledger technology and its applications, including the platform and GSX.
Regulatory actions could negatively impact the platform and GSX in various ways, including,
for purposes of illustration only, through a determination that the purchase, distribution and
delivery of GSX constitutes unlawful activity or that GSX coins are a regulated instrument that
require registration or licensing of those instruments or some or all of the parties involved in
the purchase, distribution and delivery thereof.
In view thereof, the Company may cease operations in a certain jurisdiction in the event that
regulatory actions, or changes to law or regulation, will make it illegal for the Company to
operate in such jurisdiction, or in case it becomes commercially undesirable for the Company
to obtain the necessary regulatory approval(s) to operate in such jurisdiction.
7. Risks Arising from Taxation
The tax characterization of GSX is uncertain. You must seek your own tax advice in connection
with your purchase of GSX which may result in adverse tax consequences to you, including
the payment of withholding taxes, income taxes, and compliance with tax reporting
requirements, among others.
8. Risk of Competing platforms
It is possible that alternative platforms could be established that utilize the same open source
code and protocol underlying the platform and attempt to facilitate services that are
materially similar to the Apollo Fintech Ltd. services.
9. Risks Arising from Lack of Governance Rights
Because GSX confer no governance rights of any kind with respect to the Apollo Fintech Ltd.
platform or the Company, all decisions involving the Company’s products or services within
the platform or the Company itself will be made by the Company at its sole discretion. These
decisions could adversely affect the platform and the utility of any GSX you own, including
their utility for obtaining services, among other possible consequences.
10. Unanticipated Risks
Cryptographic coins such as GSX are new and untested technology. In addition to the risks
included in this Annex A of these Terms, there are other risks associated with your purchase,
possession, and use of GSX, including unanticipated risks. Such risks may further materialize
as unanticipated variations or combinations of the risks discussed in this Annex A of these
GSX DISTRIBUTION APPLICATION
1.1. I will keep confidential and will not disclose to third parties (other than my tax or
other financial advisors under like conditions of confidentiality) any and all
information regarding Apollo Fintech Ltd., an exempted company, registered under
the laws of Hong Kong, (“Apollo Fintech Ltd.”) provided, however, that this
confidential treatment shall not apply to the tax treatment and tax structure of the
acquisition of GSX coins and all materials of any kind (including opinions or other tax
analyses) that are provided to me relating to such tax treatment and tax structure.
2. Authorization and Indemnification
2.1. I hereby authorize and instruct Apollo Fintech Ltd. to accept and execute any
instructions given by me in relation to any GSX acquired on my behalf. I agree to keep
the Company and any one from its Team indemnified against any and all loss of any
nature whatsoever arising against any of them as a result of any of them acting upon
such instructions and they may each rely conclusively, and shall incur no liability in
respect of any action taken, upon any notice, consent, request, instructions or other
instrument believed in good faith to be genuine or to be signed by properly
2.2. I indemnify and hold harmless Apollo Fintech Ltd. and any one from its Team against
any loss of any nature whatsoever arising to any of them as a result of any of them
acting upon instructions given in relation to any GSX coin purchased by me.
2.3. I indemnify and hold harmless Apollo Fintech Ltd. and their respective directors,
contractors, members, partners, shareholders, officers, employees, agents, and
affiliates (collectively, the “Indemnified Parties”) from and against any and all losses,
liabilities, damages, penalties, costs, fees and expenses (including legal fees and
disbursements) that may result, directly or indirectly, from any inaccuracy in or
breach of any representation, warranty, covenant or Application set forth in this
Application or in any other document I deliver to Apollo Fintech Ltd., or from my
assertion of my proper authorization to act.
2.4. I indemnify and hold harmless Apollo Fintech Ltd. and each of its agents and delegates
and each of their respective principals, members, managers, officers, directors,
stockholders, employees, and agents (each an Indemnified Party) and hold them
harmless from and against any withholding or information reporting related liability,
action, proceeding, claim, demand, costs, damages, expenses (including legal
expenses) penalties or taxes whatsoever which an Indemnified Party may suffer or
incur as a result of any action or inaction on my part (or on the part of any person
related to me). This indemnification shall survive my death or the disposition of my
2.5. I indemnify and hold harmless the Apollo Fintech Ltd. against any loss arising as a
result of a delay or failure to process this application or a redemption request if I
have failed to provide such evidence as is required by such parties to satisfy
applicable anti-money laundering rules.
2.6. I understand, acknowledge and agree that:
a. Any Indemnified Party or other identifiable person who is not a party to this
Application may enforce any rights granted to it pursuant to this Application in its
own right as if it was a party to this Application. Except as expressly provided in
the foregoing sentence, a person who is not a party to this Application shall not
have any rights under the Contracts (Rights of Third Parties) Law, 2014 (as
amended) to enforce any term of this Application. Notwithstanding any term of
this Application, the consent of or notice to any person who is not a party to this
Application shall not be required for any termination, rescission or Application to
any variation, waiver, assignment, novation, release or settlement under this
Application at any time;
b. Apollo Fintech Ltd. may rely conclusively, and shall incur no liability in respect of
any action taken, upon any notice, consent, request, instructions or other
instrument believed in good faith to be genuine, howsoever given; and
c. Apollo Fintech Ltd. will protect and indemnify its agents, delegates, service
providers, officers, directors and other representatives against liability.
I understand, acknowledge and agree as follows:
a. Terms not defined herein will be as defined in the Terms and Conditions
(collectively, the Coin distribution event terms) located at gsxcde.com (the
b. References to Coin distribution event terms and the Articles are to those
documents as they may be amended from time to time.
3.2. Terms and Conditions
a. I have received and reviewed the Coin distribution event terms and have taken
appropriate legal and tax advice with respect to the same.
b. I understand that GSX coins do not represent nor do they entitle the holder, in any
way whatever, to a:
i. Depository Account;
ii. Custodial Account;
iii. Cash Value Insurance Contract;
iv. Annuity Contract; or
v. Equity, Share, Ownership, Payouts and/or Debt Interest.
c. GSX coins are held subject to the terms and conditions of the Coin distribution
event terms and this Application (this Application).
d. No certificate will be issued in relation to my GSX coins and my personal GSX coin
holding will not be reflected, recognized, or recorded in any account or ledger
maintained by Apollo Fintech Ltd.
3.3. Acquisition and Reversion
a. I understand that Acquisitions and Reversions will be processed by Apollo Fintech
Ltd. as per its Coin distribution event terms. For the purposes of this Application,
a "Reversion" means a transaction directly between Apollo Fintech Ltd. and myself
whereby GSX coin registered on my public key revert back to a public key owned
or controlled by Apollo Fintech Ltd. or its affiliates in accordance with the Terms
b. I understand that, prior to any purchase of GSX coins, I must pay cash or Digital
Currency (Contributed Amount) to Apollo Fintech Ltd. in accordance with the Coin
distribution event terms to the cryptocurrency address indicated by Apollo Fintech
c. Upon acceptance of my request to buy GSX coins, the Contributed Amount will be
converted for GSX coins in accordance with the Coin distribution event terms.
d. Reversion proceeds shall be as expressly agreed upon between me and Apollo
Fintech Ltd. I understand that while I may request reversion of any GSX purchased
by me, Apollo Fintech Ltd. shall, in its own discretion, determine the fair price
which it will be willing to agree with respect to the request for reversion
(Reversion Proceeds). I understand that the decision is final and that Apollo
Fintech Ltd. shall in no way be obliged to buy back any GSX purchased by me at
the point of reversion should both parties fail to reach an agreement as to the buy
back purchase price.
e. I acknowledge and understand that, for so long as any Reversion Proceeds are held
as assets of Apollo Fintech Ltd., I shall accept the risk that a creditor of Apollo
Fintech Ltd. may seek to secure and may be successful in securing the discharge of
a liability of Apollo Fintech Ltd. through or out of Apollo Fintech Ltd. assets,
thereby materially adversely affecting the value of my Contributed Amount and/or
Reversion Proceeds and potentially reducing one or both to zero. I further
acknowledge that any interest accruing with respect to such Contributed Amount
and/or Reversion Proceeds held in this manner shall be for the sole and exclusive
benefit of Apollo Fintech Ltd.
3.4. Anti-Money Laundering
a. I understand that Apollo Fintech Ltd. (and/or its delegate) may request such
evidence as may be necessary to verify the identity and source of my funds for
purchasing GSX and to confirm the AML status of any redeeming GSX coin holder.
I further understand that Apollo Fintech Ltd. shall not accept or repay any
Contributed Amount and/or application for GSX coins and shall not pay any
Reversion Proceeds until all information required for verification purposes shall
have been provided by me.
b. I understand that if, as a result of any information or other matter which comes to
his attention, any person residing in Hong Kong knows or suspects or has
reasonable grounds for knowing or suspecting that another person is engaged in
criminal conduct or is involved with terrorism or terrorist property and the
information for that knowledge or suspicion came to their attention in the course
of business in the regulated sector, or other trade, profession, business or
employment, the person will be required to report such knowledge or suspicion
to: (i) the Joint Financial Intelligent Unit of Hong Kong, pursuant to Hong Kong’s
Drug Trafficking (Recovery of Proceeds) Ordinance (Cap. 405), the Organized and
Serious Crimes Ordinance (Cap. 455), and United Nations Anti-Terrorism Measures
Ordinance (UNATMO, Cap. 575) if the disclosure relates to criminal conduct or
money laundering; or (ii) the Hong Kong Monetary Authority, pursuant to Hong
Kong’s anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap.
615) and Banking Ordinance (Cap. 155), if the disclosure relates to involvement
with terrorism or terrorist financing and property. Such a report shall not be
treated as a breach of confidence or of any restriction upon the disclosure of
information imposed by any enactment or otherwise.
c. Apollo Fintech Ltd. prohibits acceptance of funds by any persons or entities that
are acting, directly or indirectly: (i) in contravention of any national and/or
international laws and regulations, including anti-money laundering regulations or
conventions; (ii) on behalf of terrorists or terrorist organizations, including those
persons or entities that are included on the List of Specially Designated Nationals
and Blocked Persons maintained by the U.S. Treasury Department’s Office of
Foreign Assets Control  (“OFAC”) or those included in EU Terrorist List by the
Council of the European Union, as such lists may be amended from time to time;
(iii) for a senior foreign political figure, any member of a senior foreign political
figure’s immediate family or any close associate of a senior foreign political, unless
the Apollo Fintech Ltd., after being specifically notified in writing that the
Purchaser is such a person, conducts further due diligence, and determines that
such acquisition shall be permitted; or (iv) for a foreign shell bank (such persons
or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).
3.5. Electronic Delivery of Reports and Other Communications
a. I accept that such electronic communications are not secure and may contain
computer viruses or other defects, may not be accurately replicated on other
systems, or may be intercepted, deleted, or interfered with or without the
knowledge of the sender or the intended recipient. Apollo Fintech Ltd. make no
warranties in relation to these matters. Any member of the Apollo Fintech Ltd.
Team reserves the right to intercept, monitor, and retain e-mail messages to and
from their systems as permitted by applicable law.
b. If I have any doubts about the authenticity of an electronic communication
purportedly sent by Apollo Fintech Ltd. I am required to contact the purported
sender immediately. Apollo Fintech Ltd.'s acceptance of my GSX coin purchase is
not conditioned on my giving consent to electronic delivery of Apollo Fintech Ltd.
related information. If I do not have reliable access to the internet or e-mail, I shall
not acquire Coins. I shall not be entitled to receive any information from Apollo
Fintech Ltd. in paper format.
3.6. Representations and Warranties
In consideration of the Apollo Fintech Ltd.'s acceptance of my offer to purchase GSX
coins and recognizing its reliance thereon, I agree, represent, and warrant to Apollo
Fintech Ltd. that:
i. I am fully in compliance with the Coin distribution event terms;
ii. No Solicitation --
I am not aware of and am in no way relying on, and did not become aware of the
distribution of GSX coins through or as a result of: any form of general solicitation or
general advertising including, without limitation, any article, notice, advertisement or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or electronic mail over the internet, in connection
with the offering and distribution of GSX coins and I am not purchasing GSX coins and
did not become aware of the offering of GSX coins through or as a result of any
seminar or meeting to which I was invited by, or any solicitation of a subscription by,
a person not previously known to me in connection with investments in securities
iii. Capacity, Understanding and Experience –
a. I am responsible for the decision to acquire GSX coins and I have legal
competence and capacity to execute this Application;
b. I have the knowledge, expertise, and experience in financial matters to
evaluate the risks of acquiring GSX coin;
c. I am aware of the inherent risks in acquiring GSX and the method by which the
assets of the Apollo Fintech Ltd. are held and/or traded and that I can bear the
risk of loss of my entire coin acquisition;
d. I am qualified and authorized to make such acquisition decision and, to the
extent deemed necessary, I have consulted my own advisors and legal counsel
regarding acquisition of GSX coins. In making the decision to acquire GSX coins,
I have not relied on any advice or recommendation from the Apollo Fintech
Ltd., nor any placement agent associated with the Apollo Fintech Ltd., or any
of their affiliates.
e. To the extent that I am acting on behalf of an entity, I have the full power and
authority under such entity's governing instruments to do so and that entity
has the full power and authority under its governing instruments to acquire
f. I guarantee and acknowledge that I am an accredited investor in the jurisdiction where I reside and I am not a citizen or resident of the United States of America.
g. I understand that the initial asset value of GSX is set by the total reserve estimate of the claims registered by Apollo Fintech or its subsidiaries. This is determined according to an estimate by a local or international geological consultant or business, not by Apollo Fintech. This estimate typically takes into consideration their independent on the ground testing results, geological formations, data of mines in the area, known belts and other sub-terrain formations. The asset value is typically determined to be 10% to 33% of the estimated total reserves.
4. Binding Effect and Extent of Representations and Warranties
4.1. This Application constitutes a valid and binding Application and is enforceable against
me in accordance with its terms.
4.3. I am not, nor is any person or entity controlling, controlled by or under common
control with me, a Prohibited Person.
4.4. The funds paid for GSX coins on my own behalf of any of my beneficial owner(s), were
not and are not derived from activities that may contravene any national or
international laws and regulations, including anti-money laundering laws and
4.5. To the extent that I may have any beneficial owners, I attest that I have carried out
thorough due diligence to establish the identities of such beneficial owners, and that
based on such due diligence, I reasonably believe that no such beneficial owners are
Prohibited Persons. I represent and warrant that I hold the evidence of such identities
and status and will maintain all such evidence for at least five years from the date of
my complete redemption from Apollo Fintech Ltd., and I will make available such
information and any additional information that Apollo Fintech Ltd. may require upon
request in accordance with applicable regulations.
4.6. If any of the representations, warranties, or covenants in this Application cease to be
true or if Apollo Fintech Ltd. no longer reasonably believes that it has satisfactory
evidence as to their truth, notwithstanding any other agreement to the contrary,
Apollo Fintech Ltd. may, in accordance with applicable regulations, be obligated to
freeze my coin rights, either by prohibiting additional acquisition, declining or
suspending any redemption requests, or my GSX may immediately be involuntarily
redeemed by Apollo Fintech Ltd., and Apollo Fintech Ltd. may also be required to
report such action and to disclose my identity to OFAC or other authority. In the event
that Apollo Fintech Ltd. is required to take any of the foregoing actions, I understand
and agree that it shall have no claim against Apollo Fintech Ltd. and its respective
affiliates, directors, members, partners, shareholders, officers, employees and agents
for any form of damages as a result of any of the aforementioned actions.
4.7. Having reviewed the Coin distribution event terms, I hereby agree with Apollo Fintech
Ltd., subject to Apollo Fintech Ltd.'s provisional acceptance, to acquire for as many of
the GSX coins as may be purchased based on my Contributed Amount.