Terms
Last updated: 01.03.2024
THOROS.AI GENERAL TERMS & CONDITIONS OF $TROS TOKEN SALE
PLEASE READ CAREFULLY THESE GENERAL TERMS AND CONDITIONS AS THEY AFFECT YOUR OBLIGATIONS AND LEGAL RIGHTS. IF YOU DO NOT AGREE WITH THESE GENERAL TERMS AND CONDITIONS, YOU HAVE TO REFRAIN FROM BUYING $TROS TOKENS. IF YOU HAVE ANY QUESTIONS REGARDING THIS AGREEMENT, PLEASE CONTACT THE COMPANY.
BUYING $TROS TOKENS INVOLVES RISKS, AND PARTICIPANTS SHOULD BE ABLE TO BEAR THE LOSS OF THEIR ENTIRE PURCHASE. ALL PARTICIPANTS SHOULD MAKE THEIR OWN DETERMINATION OF WHETHER OR NOT TO MAKE ANY PURCHASE, BASED ON THEIR OWN INDEPENDENT EVALUATION AND ANALYSIS. DO NOT PURCHASE $TROS TOKENS IF YOU ARE NOT AN EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED SOFTWARE SYSTEMS. PRIOR TO PURCHASING $TROS TOKENS, YOU SHOULD CAREFULLY CONSIDER THE TERMS AND CONDITIONS OF THE TOKEN SALE AND, TO THE EXTENT NECESSARY, CONSULT WITH AN APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE $TROS TOKENS. BY PURCHASING $TROS TOKENS, AND TO THE EXTENT PERMITTED BY LAW, YOU AGREE NOT TO HOLD ANY OF THE COMPANY AND ITS RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS LIABLE FOR ANY LOSSES OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, OR IN ANY WAY CONNECTED TO, THE SALE OF TOKENS, INCLUDING LOSSES ASSOCIATED WITH THE TERMS SET FORTH BELOW.
PLEASE NOTE THAT COMPANY IS IN THE PROCESS OF UNDERTAKING A LEGAL AND REGULATORY ANALYSIS OF THE FUNCTIONALITY OF $TROS TOKEN. FOLLOWING THE CONCLUSION OF THIS ANALYSIS, WE MAY DECIDE TO AMEND THE INTENDED FUNCTIONALITY OF $TROS TOKEN IN ORDER TO ENSURE COMPLIANCE WITH ANY LEGAL OR REGULATORY REQUIREMENTS TO WHICH WE ARE SUBJECT, WHICH MAY DIRECTLY AFFECT YOUR RIGHTS OR OBLIGATIONS UNDER THE PRESENT AGREEMENT. WE MAY PUBLISH A NOTICE ON OUR WEBSITE OF ANY CHANGES THAT WE DECIDE TO MAKE TO THE FUNCTIONALITY OF TOKENS AND IT IS YOUR RESPONSIBILITY TO REGULARLY CHECK OUR WEBSITE FOR ANY SUCH NOTICES. ON THE CONCLUSION OF THIS ANALYSIS, WE WILL DECIDE WHETHER OR NOT TO CHANGE THE FUNCTIONALITY OF TOKENS. THESE TERMS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE OR FOREIGN SECURITIES LAWS. THESE TERMS MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE TERMS MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS.
THESE TERMS HAVE NOT BEEN REGISTERED AND WILL NOT BE REGISTERED (AS A PROSPECTUS OR OTHERWISE) WITH ANY SEYCHELLES REGULATORY AUTHORITY. THE COMPANY IS NOT AUTHORISED OR RECOGNISED BY ANY REGULATORY AUTHORITY FOR THE ISSUE OF ANY SECURITIES. THESE TERMS AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE OF TOKENS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY $TROS TOKENS BE OFFERED AND SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO THE PUBLIC OR ANY MEMBER OF THE PUBLIC IN USA, CANADA, CHINA, AND OTHER PROHIBITED JURISDICTIONS AS DEFINED LATER IN THE PRESENT TERMS. PURCHASERS SHOULD CONSIDER CAREFULLY WHETHER A PURCHASE OF THE TOKENS IS SUITABLE IN LIGHT OF THEIR OWN PERSONAL CIRCUMSTANCES. THOROS.AI DOES NOT ACCEPT ANY USERS FROM THE COUNTRIES OR TERRITORIES WHERE ITS TOKEN SALE ACTIVITY SHALL BE ESPECIALLY LICENSED, ACCREDITED, OR REGULATED IN OTHER WAYS. YOU SHALL CHECK YOUR APPLICABLE LAW AND BE FULLY RESPONSIBLE FOR ANY NEGATIVE IMPACT ARISING FROM YOUR RESIDENCE COUNTRY REGULATIONS. IF YOU ARE TRAVELING TO ANY OF THESE COUNTRIES, YOU ACKNOWLEDGE THAT OUR SERVICES MAY BE UNAVAILABLE AND/OR BLOCKED IN SUCH COUNTRIES.
PREAMBLE
These General Terms & Conditions (hereinafter referred to as the “Terms”), including any and all Accompanying Documents, constitute a legally binding agreement between Thoros Lab Ltd, a company incorporated under the laws of Seychelles, company number 240961, registered address: Suite 1, Second Floor, Sound & Vision House, Rue Pierre De Possession, Victoria, Mahe, Seychelles. (“Company,” “THOROS.AI”, “we,” “us”), the owner of the website available on the Internet via https://thoros.ai/ where Tokens are offered during the Token Sale and any and all Participants as defined herein in the Definitions clause.
By the fact of the Website use and/or $TROS Tokens purchase, the respective Participant agrees that he(she) fully read, understood, and irrevocably accepted these Terms. If any Participant does not agree with these Terms in general or any part of them, such Participant should withhold from purchasing of $TROS.
Unless otherwise stated herein, these Terms govern only Participant’s purchase of Tokens from Company during the $TROS Token Sale Event. Any use of Tokens in connection with providing or receiving Services in the future by Platform will be governed primarily by other applicable Terms and policies if any.
DEFINITIONS
The following definitions and rules of interpretation apply in these Terms:
Agreement These Terms and any other rules, policies, or procedures that may be issued by Company and published from time to time on the Website (including the Accompanying Documents). Accompanying Documents Other $TROS Token Sale regulatory documents accompanying and detailing these Terms, being inalienable part hereof and published on the Website (including, but not limited to $TROS Privacy Policy, etc). In case of any discrepancies between Accompanying Documents and the Terms, the latter shall apply. White Paper and information on the Website, is not considered as any type of Accompanying document and is provided only as descriptive information about the project, unless otherwise stated in these Terms or in any other accompanying documents. Affiliate Any person or entity that has any relation to us, including, but not limited to partners, employees, agents, and contractors. Applicable Law Law applicable under these Terms to any and all relations between a Participant and Company. Defined in accordance with provisions of the clause 29 of these Terms. Dissolution Event Means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors, or (iii) any other liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary. THOROS.AI Platform A revolutionary Decentralized exchange to be built on the BTC-network with exchanging, staking and other features which will be developed by the Company or Affiliates subject to successful conduct of the Token Sale and other conditions. Planned functionality of the future Platform can be found in the project’s White Paper. May also be referred to as the Platform. Cryptocurrency Digital currency, represented by ETH (Ethereum), USDT (Tether), and USDC used by Participants to purchase $TROS Tokens. Intellectual Property Rights Any invention, patent, utility model right, copyright and related right, registered design, unregistered design right, trademark, trade name, internet domain name, design right, design, service mark, database rights, topography rights, rights in get-up and trade dress, rights in goodwill or to sue for passing off and any other rights of a similar nature or other industrial or intellectual property rights owned or used by THOROS.AI in any part of the world whether or not any of the same is registered (or capable of registration), including applications and the right to apply for and be granted, extensions or renewals of and rights to claim priority from, such rights and all equivalent or similar rights or protections which subsist now or will subsist in the future. $TROS Tokens Digital cryptographic Tokens which are software digital products created by Company as a cryptographically secured representation of certain rights for use of the Platform as described in Appendix A of General Terms & Conditions of $TROS Token Sale. $TROS Tokens Sale / Token Sale / Qualifying Token Sale An offering of $TROS Tokens to eligible Participants to purchase $TROS Tokens during a limited period, according to the price as described in these Terms. Also referred to as the ICO. Maximum Transaction Amount The maximum amount of funds which may be transferred as consideration for Tokens from one Participant. Minimum Transaction Amount The minimal amount of funds which may be transferred as consideration for Tokens from one Participant. Purchaser / Participant or You Any person, who purchases $TROS Tokens. The Company reserves its right to set forth at any time upon its own discretion special eligibility or other requirements to certain Tokens Sale Participants for Tokens purchase during different stages of Token Sale. Website A group of interrelated websites owned and operated by Company available on the Internet via address: https://thoros.ai/ User Any person, who uses the Website for reasons other than for purchasing of the $TROS Tokens.
In the Terms, unless the opposite is clear from the context:
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
References to clauses and schedules are to the clauses and schedules of these Terms and references to paragraphs are to paragraphs of the relevant schedule;
A reference to any party shall include that party’s personal representatives, successors, and permitted assigns.
All references to a person include firms, companies, government entities, trusts, and partnerships or other or unincorporated body (whether or not having separate legal personality);
The term 'including' does not exclude anything not listed;
A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time;
A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
A reference to writing or written includes fax and e-mail.
Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
Any words following the Terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding or following those Terms
Headings of clauses/sections are for convenience only and shall not be used to limit or construe such sections.
Any other Terms which are mentioned with the capital letters shall have the meaning as foreseen in the other accompanying documents, or in the White Paper of the Company.
Participant is only allowed to purchase $TROS Tokens if by buying Tokens he/she/it covenant, represent, and warrant that they are neither a citizen, resident, or tax resident (hereinafter also can be jointly referred as to the “Resident”) of the United States of America, (hereinafter referred to as the “U.S.” or U.S. Person), Bolivia, Cambodia, Canada, Central African Republic, China, Congo, Cuba, Democratic People’s Republic of Korea, Democratic Republic Congo, Libya, Syria, Iran, Iraq, Republic of Crimea, Yemen, Somalia, Sudan, South Sudan, and countries or territories or individuals under the sanctions of the United Nations or the European Union or OFAC or a resident of a territory with limited recognition (Prohibited Jurisdictions). You also represent and warrant that You are not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or Tokens, or where participation in ICO is prohibited by applicable law, decree, regulation, treaty, or administrative act. We shall reserve the right to refuse selling $TROS Tokens to anyone who does not meet the criteria set forth above.
Residents of the Prohibited Jurisdictions are not eligible and not allowed to participate in the $TROS Token Sale due to various taxation and regulatory issues. In order to buy Tokens and by buying them Participant covenant, represent, and warrant that none of the owners of the company, of which Participant can be an authorized officer, are residents of the Prohibited Jurisdictions. Should this change at any time, Purchaser shall immediately notify the Company. Purchaser also represent and warrant that he/she/it is not a citizen or resident of a geographic area in which access to or use of the cryptocurrency or cryptographic tokens is prohibited by applicable law, decree, regulation, treaty, or administrative act. Purchasers cannot resell $TROS Tokens to citizens and residents of countries and territories restricted in this Agreement.
THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY LEGAL OR MONETARY CONSEQUENCES ARISING FROM BUYING $TROS TOKENS BY RESIDENTS OF THE PROHIBITED JURISDICTIONS OR THEIR USE OF THE WEBSITE OR FROM TOKENS BEING RESOLD TO THEM.
PURCHASERS' REPRESENTATIONS AND GENERAL PROVISIONS
By using this Website or purchasing Tokens each Participant covenants, represents, and warrants that (under the Applicable Law and law of the country of Participant’s residence):
he (she) is of an age of majority to enter into these Terms (at least 18 years of age), meets all other eligibility (has full legal capacity, power, and authority to execute and deliver this Agreement and to perform its obligations hereunder, met other prescribes by the Terms requirements) and residency requirements, and is fully able and legally competent to use the Website, enter into an agreement with the Company and in doing so will not violate any other agreement to which he (she) is a party. This Agreement constitutes a valid and binding obligation of the Participant, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
He (she) has necessary and relevant experience and knowledge to deal with cryptographic Tokens, cryptocurrencies, and Blockchain-based systems, as well as full understanding of their framework, and is aware of all the merits, risks (including but not limited to the risks described in Appendix B) and any restrictions associated with cryptographic Tokens (their purchase and use), cryptocurrencies, and Blockchain-based systems, as well as knows how to manage them, and is solely responsible for any evaluations based on such knowledge.
If he (she) is a corporation, governmental organization, or other legal entity, he (she) has the right, power, and authority to enter into these Terms on behalf of the corporation, governmental organization, or other legal entity and bind them to these Terms and entering in agreements of such type do not contradict corporation’s/company’s charter or other internal documentation.
He (she) will not be using the Website for any illegal activity, including but not limited to money laundering and the financing of terrorism and the funds used for the purchase of $TROS Tokens are not derived from any illegal sources.
He (she) is not a Resident of a geographic area or citizen of jurisdictions as specified in paragraph 3 hereof. By entering into these Terms and/or by acquiring the Tokens hereunder, the Participants represent and warrant that the Participants do not violate the laws of his/her country and the territory on which he/she is located. The Company may refuse transactions with any person identified as a citizen or permanent resident of Prohibited Jurisdictions and a Participant is not included in sanctions lists published by OFAC, FINCEN, issued by the country of Participant’s residency or not a politically exposed person.
The Participant is acquiring Tokens for its own account for purchasing, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Participant has no present intention of selling, granting any participation in, or otherwise distributing the same (the Account is not transferable).
The Participant understands that he (she) bears sole responsibility for any taxes as a result of the matters and transactions that are the subject of this Agreement, and any future acquisition, ownership, use, sale, or other disposition of Tokens held by the Participant.
The Participant understands, that distribution of Tokens may be considered subject to securities regulations in some countries (such as US for example), still, the offer of Tokens has not been registered with any financial authority and therefore shall not be resold accept in compliance with applicable law (which may include the laws of Seychelles). The Company does not bear any liability for any possible current or future impossibility to use Tokens because of the aforementioned or any other possible restrictions.
The Participant understands, acknowledges, and agrees that the Company is not registered with the respective financial authorities and that the Company is not registered or licensed with any federal or state regulator as an investment adviser, broker-dealer, money services business, money transmitter or virtual currency business, VASP-provider or etc.
The Participant understands, that the intended functionality of the Tokens may be changed in lieu of (including, but not limited to) regulatory approach of different state bodies, risks mentioned in these Terms as well as not mentioned, failure to conduct a successful Token Sale and etc.
THE PARTICIPANT CONFIRMS, THAT HE (SHE) HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY, OR ANY OTHER PERSON ON THE COMPANY'S BEHALF OR HAS NOT RELIED ON THE WHITE PAPER OR OTHER INFORMATION AS A BASIS FOR ENTERING INTO THESE TERMS.
The Participant hereunder expressly agrees that, to the extent allowable pursuant to Applicable Law, the Company shall not be held liable to and shall not accept any liability, obligation, or responsibility whatsoever for any change of the value of the Tokens.
By purchasing the Tokens the Participant represents and warrants that he (she) has read and understands the Token Sale General Terms and Conditions and all Accompanying Documents in full and he fully agrees with the information about the functionality of Token described in Appendix A as for usage, storage, transmission mechanisms, and other material characteristics of the $TROS Tokens, blockchain technology, Blockchain-Based software systems, and their risks, and appreciates the risks and implications of purchasing the $TROS Tokens;
The Participant fully understands, realizes, and agrees that the $TROS Tokens are created on a blockchain and are designed to be used in the manner described in Accompanying Documents. Participant agree to accept consequences of possible regulation of Tokens in the jurisdiction of the Company incorporation or others and agree to provide all documents requested from Company in case of such regulation in order to comply with all requirements demanded from governmental bodies of jurisdiction of Company incorporation;
The Participant will not forge, or otherwise manipulate any personal or non-personal data requested by Company in the process of the Participant’s registration (will not use the VPN or other means of distorting the data), or after its completion, will provide all necessary personal or non-personal data in the form and format requested by the THOROS.AI in the event when such necessity arises in connection with the requirements of anti-money laundering and "Know Your Customer" (KYC) frameworks of the Company or in accordance with the applicable law if any will be conducted. The same applies for the cases if and when Company will be required to follow obligatory AML policies applicable in case if it is needed.
The Participant shall purchase allocation of Tokens in accordance to the established Maximum and Minimum Purchase Amounts, available on the Website (if any).
A Participant shall not use the Website if under the Applicable Law and/or law of the country of Participant’s residence he (she) is prohibited from using it. Any Tokens Sale Participant that is in any manner limited or prohibited from the purchase, possession, transfer, use or other transaction involving any amount of $TROS Tokens under the mentioned law should not access this Website and is prohibited accessing, referencing, engaging, or otherwise using this Website.
Before using the Website and/or purchasing any $TROS Tokens a Participant is obliged to read carefully any other Accompanying Documents that follow these Terms and regulate the Website usage and Tokens Sale procedure. The mentioned Accompanying Documents shall be regarded as an inalienable part hereof and their Terms of use shall be the same as of these Terms. By using the Website, each and any Token Sale Participant confirms that he (she) has fully read and understood not only these Terms but also any Accompanying Documents and fully accepts their conditions and rules.
These Terms are effective from the time You begin using the procedure of purchasing of $TROS Tokens or using a Website.
The Participant acknowledges and accepts that these Terms are subject to change, modifications, amendments, alterations, or supplements, at Company’s sole discretion. If such changes, modifications, amendments, alterations, or supplements will occur, Company may inform You by publishing relevant notification on the Website. Your continued use of the Website after any amendments or alterations of these Terms and/or the Website shall constitute Your consent hereto and acceptance hereof. In any case, the actual version of the Terms can be found on the Website.
The Participant acknowledges and accepts that the Company reserves the right, at its own and complete discretion and at any time to modify or to temporarily or permanently suspend or eliminate the Website, and/or disable any access to the Website for any reason. Company reserves the right in its own discretion to deny any Participant from registration of Account and participation in the Token Sale (if registration is required).
COMPANY REPRESENTATIONS
The Company represents and accepts that:
The Company is duly incorporated and validly existing under the laws of Seychelles.
The execution, delivery, and performance by the Company of this Agreement is within the power of the Company and, other than with respect to the actions to be taken when Tokens are to be issued to the Purchaser, has been duly authorized by all necessary actions on the part of the Company.
This Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms. To the knowledge of the Company, it is not in violation of (i) its current certificate of incorporation or articles of association, or (ii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company.
To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of, the rights of others.
INDEMNIFICATION
To the extent allowable pursuant to Applicable Law, the Participant shall indemnify, defend, and hold Company and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against us arising out of a breach of any warranty, representation, or obligation hereunder.
The Participant shall not have any claim of any nature whatsoever against us for any failure by Company to carry out any of its obligations under these Terms as a result of causes beyond its control, including but not limited to power failure, Internet Service Provider failure, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law, or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any other event that is beyond the absolute and direct control of Company.
LIMITATION OF LIABILITY
As a general rule any and all purchases of $TROS Tokens are final and non-refundable. By purchasing the Tokens, the Participant acknowledges that neither the Company nor any other of Company’s Affiliates are required to provide a refund for any reason, and that the Participant will not receive money or other compensation for any Tokens that are not used or remains unused for any reason.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT WILL THE COMPANY OR ANY OF THE COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, WHERE RELATED TO LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE SALE OR USE OF THE TOKENS OR OTHERWISE RELATED TO THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTICIPANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE); AND
IN NO EVENT WILL THE COMPANY AND ANY OF THE COMPANY PARTIES (JOINTLY) AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR OTHER THEORY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE TOKENS, EXCEED EITHER THE AMOUNT YOU PAY TO US FOR THE TOKENS OR 1,000 USD (THE SMALLEST CLAUSE APPLY).
Nevertheless, the Parties shall be responsible for compliance with the General Terms and Conditions of Token sale and Accompanying Documents, for fulfillment of the Participant’s commitments and guarantees in the manner and in the amount prescribed by the present General Terms and conditions of Token sale and Accompanying Documents, in particular:
In case of filing accusations, claims or lawsuits to us related to non-compliance by the Participant of the $TROS Tokens Sale and/or engagements entered by the Participant during the participation of the Token Sale, the Participant agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate us documented proven losses, court fees, legal costs, incurred in connection with the refusal of the Participant or untimely fulfillment of his obligations by the Participant.
In case of filing accusations, claims or lawsuits against Company, related to non-compliance by the Participant with exclusive rights or other rights of third parties, the Participant agrees to settle such claims or actions on his own and at his own expense, as well as fully compensate Company’s documented proven losses, court fees, legal costs, incurred in connection with the refusal of the Participant or untimely fulfillment of his obligations by the Participant.
In case of the Participant’s violation of his obligations of the present General Terms and conditions of Token sale and Accompanying Documents, Company reserves the right to:
a) demand full compensation from the Participant for losses caused by every violation;
b) bring a case before a court if the compensation doesn't cover Company’s loss;
c) release the information relating to the Participant’s identity and location to any authorized officer in accordance with the applicable law.
If Applicable Law does not allow all or any part of the above limitation of liability to apply to the Participant, the limitations will apply to the Participant only to the extent permitted by Applicable Law. The Participant understands and agrees that it is his (or her) obligation to ensure compliance with any legislation relevant to his (or her) country of domicile concerning use of the Website, and that the Participant should not accept any liability for any illegal or unauthorized use of the Website / purchase of Tokens.
The Participant agrees to be solely responsible for any applicable taxes imposed on $TROS Tokens purchased hereunder. The Participant shall pay any applicable taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, or stamp duties or other taxes and duties imposed by governmental agencies of whatever kind and imposed with respect to the transactions under the Token Sale.
OBLIGATIONS OF THE PARTIES
Company accepts the following obligations:
to deliver Tokens in accordance with the vesting, lock-up schedules available on the Website;
to follow aforementioned Company representations.
Participant accepts the following obligations:
to comply with these Terms and any of the Accompanying documents in their entirety, follow any and all requirements and obligations, which are set by these Terms and any of the Accompanying documents;
to follow all legal requirements of the jurisdiction which the Participant is a citizen or Resident of;
to provide Company with correct and relevant Personal Data (if requested prior to purchasing Tokens), other information that may be requested prior to the purchase of $TROS Tokens, follow requests for provisions of documents necessary for Participants purchase of Tokens;
to seek legal and other professional help in order to understand all of the technical, financial, and legal aspects of THOROS.AI Platform and risks connected to it;
to provide Company with the correct address of the relevant and capable cryptocurrency wallet address, that can technically support Tokens if required;
to act in good faith in any and all situations towards the Company;
to indemnify Company, affiliates in accordance with the present Terms.
ADDITIONAL REPRESENTATIONS AND WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY COMPANY, $TROS TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; THOROS.AI DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED; AND COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Some jurisdictions do not allow the exclusion of certain warranties or disclaimer of implied Terms in contracts with consumers, so some or all of the exclusions of warranties and disclaimers in this clause may not apply to You.
INTELLECTUAL PROPERTY
To the best knowledge, the Company has valid, unrestricted, and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology, and other intellectual property necessary to the conduct of selling of the $TROS Tokens and activities generally. In no way shall these Terms entitle any Participant to any intellectual property of Company, including the intellectual property rights for the Website and all text, graphics, Participant interface, visual interface, photographs, trademarks, logos, artwork, and computer code, design, structure, selection, coordination, expression, and other content connected to the Website. Arrangement of such content is owned by Company and is protected by national and international intellectual property rights protection laws.
Unless otherwise stated, the content and information on the Website are the property of Company. You may not download, reproduce, or retransmit any information, other than for noncommercial individual use. The Website is intended to be used by the Participants only. You are granted a limited, nontransferable, revocable license to view and copy the information solely for personal use only, subject to clause 24 and others of these Terms.
All intellectual property rights comprised in the information, text, graphics, logos, images, audio clips, data compilations, scripts, software, technology, sound or any other materials or works found on the Website shall vest in and remain the property of Company. You are permitted to download and print such materials from the Website for personal and noncommercial use provided that You do not breach these Terms and conditions.
Company retains all Intellectual Property Rights, mostly, but not limited, to copyright, over the source code forming $TROS Tokens.
If for the purpose of any Intellectual Property Right registration of the Company, any documentary submission, or any other action is required from the Participant, the latter shall provide us with the respective assistance.
ENTIRE AGREEMENT
These Terms are intended to fully reflect the provisions of the original agreement between the parties and supersedes all prior or contemporaneous disclosures, discussions, understandings, and agreements, whether oral or written, between them. No provision of the Agreement shall be considered waived unless such waiver is accepted by the party that benefits from the enforcement of such provision by browsing the Website or purchasing Tokens. No waiver of any provision in the Agreement, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition of the Agreement will not in any way affect, limit, or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof.
SEVERABILITY
If any term, provision, covenant, or restriction of these Terms is held by a court of competent jurisdiction to be invalid, illegal, void, or unenforceable, the remainder of the Terms, provisions, covenants, and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining Terms, provisions, covenants, and restrictions without including any of such that may be hereafter declared invalid, illegal, void, or unenforceable.
APPLICABLE LAW AND DISPUTE RESOLUTION
All questions concerning the construction, validity, enforcement, and interpretation of these Terms shall be governed by and construed and enforced in accordance with the laws of Seychelles (Applicable Law).
To resolve any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, it is agreed first to negotiate the issue in good faith for a period of not less than sixty (60) days following written notification of such controversy. If negotiations fail to solve the dispute, such dispute shall be referred to and finally resolved by the International Arbitration and Cryptography Centre Limited (hereinafter – “IACC”) in accordance with the IACC Rules.
No Class Arbitrations, Class Actions, or Representative Actions. Any dispute arising out of or related to this Agreement is personal to You and Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding. There will be no class arbitration or arbitration in which 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.
TERMINATION AND SUSPENSION
Notwithstanding anything contained herein, Company reserves the right, without notice and at its sole discretion, to terminate these Terms or suspend the Participant’s right to access the Website, including (but not limited to) in case of Participant’s breach of these Terms or if we believe You have committed fraud, negligence, or other misconduct. All rights granted to the Participant under these Terms will immediately be revoked upon our termination of these Terms or suspension of Your access to the Website. These Terms will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this agreement and except clauses 22-26 ) upon either:
the issuance of Tokens to the Purchaser pursuant to these Terms or
the payment, or setting aside for payment, of amounts due to the Dissolution Event occurrence.
MISCELLANEOUS
Any notice or other communication under the Terms shall be in writing and shall be considered given and received when sent by email or, if agreed, via respective messenger. The Participant’s official email for communication shall be deemed the email specified by the Participant during the registration.
In case of required, The Company and its Affiliates may need to follow “anti-money laundering” (AML), “know your customer” (KYC), and other government regulations in respective jurisdictions. Each and any Participant fully agrees to assist us in fulfillment of the mentioned regulations and provide any necessary information if such is required from the Participant by the authorized authority. Company reserves the right to refuse if there is reason to believe that completing such a transaction may result in the violation of Applicable Law or is contrary to acceptable practices as well conduct other actions mentioned in the Accompanying Document.
Materials, such as White Paper and others, published on the Website or elsewhere, are not binding and do not – unless explicitly referred to herein – form part of these Terms, and are of descriptive nature only.
The Participant will implement reasonable and appropriate measures designed to secure access to:
any device associated with the email address associated with the Platform;
credentials used during the registration.
In case the Participant suspects a security breach in any of the above-mentioned, he(she) will inform Company immediately so Company could take all required and possible measures to secure the Website, the Platform, $TROS Tokens and systems as a whole.
The pages of the Website may contain links to third-party websites and services. Such links are provided for Your convenience, but their presence does not mean that they are recommended by Company. We do not guarantee their safety and conformity with any of Your expectations. Furthermore, Company is not responsible for maintaining any materials referenced from another site, and makes no warranties for that site or respective service. Company assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and resources.
Appendix A
OVERVIEW OF TOKENS
$TROS Tokens carry no rights, expressed or implied other than those set out herein, subject to successful completion and deployment of the future Platform. In particular, $TROS Tokens do not represent or constitute any ownership right or stake, share or security or equivalent rights or any right to receive future revenue shares with Company, or any other form of participation in or relating to Company. Intended functionality of the $TROS Tokens includes:
a. Making transactions on the Platform and outside it; b. Staking Tokens on the Platform; c. Using Tokens in the future liquidity pools; d. Using Tokens for purchasing projects to be launched on the Platform; e. Using as a tool of governance; f. Fee advantages; g. Etc.
It shall be noted, that depending on the results of the Token Sale and within the frameworks of the Company possibilities, some of the rights may become unavailable due to different circumstances, including risks, which are described in the Annex B of these Terms. Pay additional attention to the fact that some of the rights may be granted upon successful development of the exact Platform feature and Company may be required to change the intended Tokens functionality in order to meet applicable regulatory requirements or due to other reasons. We do not guarantee, that Tokens will have the intended functionality in its entirety nor that they have any functionality at the moment of Token Sale.
$TROS Tokens shall be distributed during the Token Sale event. Company’s publication on the Website is considered a legally binding offer of the Company to sell $TROS Tokens (hereinafter referred to as the “Offer”). Offer is deemed accepted since the moment of connecting wallet and sending any funds for the purchase of the $TROS Tokens. Company also reserves the right to sell Tokens on the basis of the respective individual token sale agreements or SAFTs.
$TROS Token Sale (“ICO” / “Token Sale” / “Qualifying Token Sale”) period or event is divided into several rounds:
Rounds at the Company’s sole discretion.
Purchaser is not entitled to send any funds to purchase $TROS Tokens until Tokens Sale period has officially begun. Purchaser is not entitled to send any funds to purchase Tokens after the ending of the respective $TROS Tokens Sale. The Company reserves the right to change the exact timing framework for the ICO unilaterally as well as any other conditions (Soft Cap/Hard Cap, Rounds, etc). Please refer to the information available on the Website for the exact timing of the Token Sale.
In order to purchase Tokens, the Participant is required to connect a wallet. User may be (in some circumstances) also required to provide some Personal Data, but only subject to the specific request of the Company.
After the successful wallet connection, You will be entitled to make a purchase by sending the desired amount of funds accepted as purchase consideration (“Purchase Amount”) to the certain addresses, that can be viewed on the Website. The time for making a purchase shall be limited (“Payment Period”) and Participant is strictly required to send a payment during the aforementioned Payment Period. In case if the Purchase Amount is not sent as it is prescribed, the Company will not issue Tokens to such Participant.
After the payment is made, we will check the status of the payment transaction. In case if we have any doubts in regard to the transaction’s status, we may ask You to send us the transaction hash as well as other confirming information.
In case if the Purchaser fails to provide payment during the Payment Period as indicated on the Website, then the Company reserves the rights not to deliver Tokens and terminate these Terms unilaterally without any additional requirements or limitations.
Information regarding how we collect, store, transfer Your Personal Data (if any is required) can be found in the Privacy Policy, that is also published on the Website and is a part of the Accompanying Documents.
Prices for the $TROS Tokens, as well as:
Tokens Lock-up policy;
Tokens vesting policy (estimated Token’s delivery dates);
Tokens supply available for the sale under certain conditions;
Purchase Amount limits are available on the Website in prior to making a Purchase.
Ownership rights for $TROS Tokens shall be transferred from us to the respective Participant upon completion of the payment procedure by the Purchaser during the Payment Period and receiving of Tokens, but still may be subject to lock-ups and other conditions. It shall be noted, that Purchaser may be required to follow different instructions to receive the tokens (such as making a claim or similar).
There will be in total 10,000,000,000 Tokens available (“Total $TROS Tokens Amount”). Only 30% of them will be sold during the Token Sale. Company does not plan to create additional $TROS Tokens at any time after the initial Tokens release. Still, Company reserves the right to change the Total $TROS Tokens Amount subject to certain circumstances.
Applicable exchange rate for cryptocurrencies is set accordingly to the cost of ETH, USDT, USDC at https://www.binance.com/ at the closing price immediately preceding the date when the payment has been received by the Company.
Please be advised, that Offering of the Tokens will be available via Website or by us directly under individual SAFT agreements. Any other offers concerning Tokens Sale presented on any websites or internet resources shall be considered null and void and shall not put any obligations upon the Company (this provision may do not apply to personal or individual agreements, which Company may conclude with certain Participants, conditions of which may vary from mentioned hereof).
$TROS Tokens shall be distributed and vested in the following manner:
Token Sale: 30% (3,000,000,000 $TROS) Vesting: 35% TGE, remaining 65% vested over 3 months with daily linear releases.
Liquidity Provision: 25% (2,500,000,000 $TROS) Vesting: Cliff vesting for 3 months, followed by linear vesting over 9 months.
Team & Advisors: 15% (1,500,000,000 $TROS) Vesting: No TGE unlock, 100% vested over 24 months with quarterly releases.
Ecosystem Fund: 15% (1,500,000,000 $TROS) Vesting: No vesting, used for immediate community-approved initiatives and partnerships.
Staking: 15% (1,500,000,000 $TROS) Vesting: Allocated gradually to staking rewards pool over 12 months.
Company reserves the right to an emergency stop functionality to stop the distribution process. Use of this functionality shall remain in the discretion of Company and shall only be used in limited situations, such as, but not limited to:
serious security issue detected;
serious network performance issue, depriving all users of equal treatment;
any type of material attack on the $TROS Tokens, the Platform, Website or related networks.
The Purchases are final; thus, no refunds or cancelations are offered (as a general rule).
The Purchaser is obliged to provide a valid proof concerning the legality of his/her proceeds used to purchase $TROS Tokens upon Company’s request or request of bank institutions or government authorities.
Appendix B
RISKS
The Participant understands that $TROS Tokens, underlying blockchain technologies, and other associated and related technologies are new and untested and outside of Company’s exclusive control and adverse changes in market forces or the technology, broadly construed, may prevent or compromise our performance under these Terms.
Participant agrees that no other party may be held liable for any loss arising out of, or in any way connected with Participant’s participation in the $TROS Tokens-sale, or receiving and holding Tokens or such risk.
In addition to the above, the Participant also acknowledges that prior to receiving Tokens he has been warned of the following risks, associated with the Website, the $TROS Tokens, the Platform, the possible price volatility, and other relevant factors mentioned herein:
A) Legal risks regarding securities regulations
There is a rather small risk that in some jurisdictions the $TROS Tokens might be considered to be a security, or that it might be considered to be a security in the future. Company does not give warranties or guarantees that $TROS Tokens are not a security in all jurisdictions. Each holder of $TROS Tokens shall bear its own legal or financial consequences of Tokens being considered a security in their respective jurisdiction. Every Participant is bound to check if acquisition and disposal of $TROS Tokens is legal in his jurisdiction, and by accepting these Terms, each Participant undertakes not to use $TROS Tokens should their use not be legal in the relevant jurisdiction. If a Participant establishes that the use of Tokens under these Terms is not legal in his jurisdiction, You should not use the $TROS Tokens, not acquire them and should immediately stop using or possessing them if such a case arises. Acquiring cryptographic Tokens for personal possession and exchanging them for other cryptographic Tokens will most likely continue to be scrutinized by various regulatory bodies around the world, which has so far given mixed reactions and regulatory impact. The legal ability of Company to provide Tokens and support Platform in some jurisdictions may be eliminated by future regulation or legal actions. In the event, it turns out with a high degree certainty that $TROS Tokens are not legal in a certain jurisdiction, Company will either:
cease operations in that jurisdiction, or
adjust Tokens and the Platform in a way to comply with the regulation should that be possible and viable.
B) Risk of unfavorable regulatory action in one or more jurisdictions Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the network and Tokens could be impacted by one or more regulatory inquiries or actions, including but not limited to restrictions on the use or possession of digital Tokens like $TROS Tokens, which could impede or limit their existence, permissibility of their use and possession, and their value. Also, such risks may arise in lieu of possible legislation updates of DAO, VASP providers and etc.
C) Risk of theft and hacking
Hackers or other groups or organizations may attempt to interfere with Your Third-party Wallet, the Website or the availability of $TROS Tokens in a number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. You hereby agree that Company shall have no liability for any such loss the Participant incurs.
D) Risk of security weaknesses in the Website and/or $TROS Tokens source code or any associated software and/or infrastructure There is a risk that the Website and $TROS Tokens may unintentionally include weaknesses or bugs in the source code interfering with the use of or causing the loss of Tokens.
E) Risk of weaknesses or exploitable breakthroughs in the field of cryptography Advances in cryptography, or technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Tokens, the Platform, which could result in the theft or loss of $TROS Tokens.
F) Risk of uninsured losses $TROS Tokens are unlike bank accounts or accounts at some other financial institutions and are entirely uninsured.
G) Risk of malfunction in blockchain It is possible that networks to which the Tokens are interacting with, may malfunction in an unfavorable way, including but not limited to one that results in the loss of Tokens (the same risk applies to the blockchain to be developed).
H) Internet transmission risks The Participant acknowledges that there are risks associated with using the $TROS Tokens including, but not limited to, the failure of hardware, software, and Internet connections. The Participant acknowledges that Company shall not be responsible for any communication failures, disruptions, errors, distortions, or delays You may experience when using the Website and Tokens, howsoever caused.
I) Unanticipated risks Cryptocurrencies and blockchain are new and untested technology. In addition to the risks set forth here, there are risks that Company cannot foresee and it is unreasonable to believe that such risks could have been foreseeable. Risks may further materialize as unanticipated.
J) Insufficient interest in THOROS.AI, the Platform and $TROS Tokens It is possible that Company, Tokens, or Platform will not be used by a large number of individuals, businesses and other organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the Platform and may result in great price volatility for $TROS.
K) Tokens and the Platform, as developed, may not meet the Participant’s expectations The Platform is currently under development and may undergo significant changes before release. The Participant’s expectations regarding the form and functionality of the Platform and Tokens may not be met upon release of new Website, deployment of the Platform, additional products and services for any number of reasons, including a change in the design, business model, and implementation plans and execution of the implementation of $TROS Tokens.
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