Terms and Conditions of TRAID coin
These Terms and Conditions constitute a legally binding contract between the Company and the Investor (Company and Investor are herein referred to individually as a “Party” and, collectively, as the “Parties”).
TRAID – shall mean the “TRAID Coin” cryptocurrency coin issued by the Company during the crowdsale;
1.2. BTC – is the abbreviated name of the Bitcoin cryptocurrency (described at www.bitcoin.org), which is allowed for purchasing TRAID Coins;
1.3. ETH – is the abbreviated name of the Ethereum cryptocurrency (described at www.ethereum.org), which is allowed for purchasing TRAID Coins;
1.4. Investor or Investors – shall mean anyone who acquires TRAID coins during the crowdsale directly from the Company;
1.5. Wallet – shall mean the technical solution to store the private and public keys of the wallet and to send and receive coins.
1.6. Ether Wallet – shall mean any blockchain address which the Investor owns on the Ethereum cryptocurrency network.
1.7. Website – shall mean the website of the Company www.traid.tv through which the Investor may buy TRAID coins;
1.8. Whitepaper – shall mean the informative document describing the technical and business aspects of the TRAID coin and TRAID platform. The Whitepaper is of a descriptive nature, and is not binding and does not form part of these Terms.
1.9. Crowdsale – shall mean the sale event or sale duration of TRAID coins.
2.1. These Terms shall govern the sale of the TRAID coins during the crowdsale and the rights of the Investor resulting from holding the TRAID coins.
2.2. TRAID coins are not intended to qualify as securities. The crowdsale is not intended to qualify as an offering of securities or any other means of investment in any jurisdiction. Investor acknowledges and agrees that the sale of TRAID coins and the TRAID coins themselves are not an investment, security, share or equity interest, debt or loan nor a derivative instrument of any of the foregoing. These Terms and all other documents, including Whitepapers, referred to herein, do not constitute a prospectus or offering document and are not an offer to sell nor the solicitation of an offer to buy an investment, security, share, equity interest or debt nor a derivative interest of any of the foregoing.
2.3. The Company may, at its sole discretion, amend the Whitepaper from time to time without individual notice to the Investor.
2.4. TRAID coins shall be freely transferable after the crowdsale on cryptocurrency exchanges where the coins shall be listed.
2.5. These Terms or the Whitepaper have not been subject to any regulatory approvals, checks or registration.
3. CONDITIONS FOR PURCHASING TRAID COINS IN THE CROWDSALE
3.1. The Investor may purchase TRAID coins directly from the Company within the period of the crowdsale.
3.2. The Investor shall buy the TRAID coins through the Website.
3.3. In order to purchase TRAID coins during the crowdsale the Investor must have a Bitcoin or Ethereum wallet.
3.4. TRAID coins will be manually distributed to investors no later than 12 hours of confirmed deposit. In case the investor contributed during the first week of the crowdsale, they will receive coins as soon as the mining starts, which is 7 days after crowdsale launch. For example, if the investor bought TRAID coins on day 4 of the crowdsale, they will receive coins after 3 days.
3.5. The specific period of the crowdsale will be announced through the Website and is subject to change.
3.6. The minimum investment during the crowdsale is $100 and maximum investment is $50,000 per one investor.
3.7. The buy price of TRAID coins will be pegged to USD during the crowdsale and will gradually increase towards the end of the crowdsale.
3.8. Investors and Affiliates are entitled to bonus coins as per information that can be found on the Website.
3.9. The Investor shall be entitled to receive the amount of TRAID coins calculated by the amount of BTC or ETH the Investor actually transferred to the Company during the crowdsale period.
3.10. TRAID coins which have not been sold to the Investors during the crowdsale may be reserved by the Company.
3.11. In order to protect the value of TRAID coins the Company may burn or make to be retired a certain amount of TRAID coins or freely issue and grant certain amount of new TRAID coins both of which the Investors shall be informed in prior.
3.12. Investor acknowledges and understands that the Company may modify the timing, sale price, and number of TRAID coins available for sale at any time during the crowdsale period. Investor further acknowledges and understands that the Company reserves the right to terminate the sale process at any time and withdraw any unsold TRAID coins from the crowdsale process.
4. REPRESENTATION AND WARRANTIES
4.1. By participating in the crowdsale the Investor fully agrees with the Terms herein. The Investor acknowledges that if the Investor does not agree to the Terms herein the Investor may not purchase TRAID coins.
4.2. By participating in the sale of TRAID coins during the crowdsale the Investor represents and warrants to the Company that:
4.2.1. The Investor has carefully reviewed these Terms, the Whitepaper and any other relevant documents and agrees to be bound by these Terms;
4.2.2. The Investor understands the costs and benefits of purchasing TRAID coins;
4.2.3. The Investor understands and accepts the risks set in the Appendix to these Terms;
4.2.4. The Investor has consulted with legal, financial, accounting, and/or tax professionals in the country or jurisdictional area of the country the Investor resides in for making an informed decision for acquiring TRAID coins;
4.2.5. The Investor understands that the Company provides no advice and makes no representation as to the tax implication of any jurisdiction. Content of the documents presented by the Company are not intended to provide any tax advice;
4.2.6. Being a representative of a legal entity, the Investor has the full right of representation (either an authorization or right of representation arising from the law) to purchase TRAID coins and to accept and enter into these Terms on behalf of the legal entity;
4.2.7. The Investor has a sufficient level of understanding of the technical and economic aspects of the crowdsale and the TRAID coins, including but not limited to the understanding of cryptographic coins, smart contracts, cryptographic wallets, blockchain and any other aspect in respect of these Terms in order to understand the benefits and risks of the crowdsale and purchasing of TRAID coins;
4.2.8. The Investor understands and accepts that TRAID coins do not represent any ownership right (a share or other similar right), dividend, share of profit or any other rights (voting rights) which any of the ownership rights may encompass nor is a loan to the Company;
4.2.9. The Investor acknowledges that except to the extent required by applicable law, the Company is not required to provide refund or reimbursement for any reason after the purchase of TRAID coin and that all purchases are final;
4.2.10. The Investor is able to financially bear the fluctuations in price of TRAID coins;
4.2.11. The Investor has received sufficient information by the Company in these Terms, in the Whitepaper and in any other relevant document in regard to TRAID, all aspects of the crowdsale and the risks related hereto;
4.2.12. The Investor acknowledges that the information provided to the Investor on the Website, in the Whitepaper or any other documents related to the Company, TRAID coins, or the crowdsale may not be exhaustive and complete. The Investor should obtain additional information on its own in order to receive more information on the Company, TRAID coins, the crowdsale and the elements of a crowdsale, if it is deemed necessary by the Investor;
4.2.13. The Investor acknowledges that TRAID coins shall be provided on an “as is” basis and without any representation or warranties of any kind;
4.2.14. The Investor does not purchase TRAID coins for any illegal or non-ethical purpose;
4.2.15. The funds, including any fiat, virtual currency or cryptocurrency the Investor uses to Purchase TRAID coins, are not derived from or related to any unlawful activities, including, but not limited to, money laundering or terrorist financing, and the Investor will not use TRAID coins to finance, engage in or otherwise support any unlawful activities;
4.2.16. All payments or contributions by the Investor under this Term will be made only in the Investor’s name;
4.2.17. To the extent required by applicable law, the Investor complies with all anti-money laundering (“AML”) and counter the financing of terrorism (“CFT”) requirements, including, but not limited to, (a) any applicable money laundering statutes of all jurisdictions in which the Investor is located, resident, organized or operate, and the rules and regulations thereunder, and/or (c) any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental authority to which
the Investor is subject;
4.2.18. The Investor understands and accepts the risks of contributing to early stage blockchain start-up business and acknowledges that these risks are substantial. The Investor further warrants and represents that the Investor’s contribution does not represent a meaningful or substantial proportion of the Investor’s wealth or net worth, and that the Investor is willing to accept the risk of loss associated with the contribution made under these Terms.
5.1. The Investor agrees to being solely responsible for determining the amount of any taxes that the Investor may owe as a result of these Terms, crowdsale and TRAID coins, and is solely responsible to collect, report and remit any such taxes required under law applicable to the Investor. The Investor is obliged to declare, bear and pay all such taxes, duties, imposts, levies, tariffs and surcharges that might be imposed by the laws and regulations of any jurisdiction as a result of or in connection with this crowdsale and the receipt, holding, use, purchase, appreciation or trading of TRAID coins.
5.2. The Company has no responsibility to collect, report or remit any applicable taxes in connection with these Terms, crowdsale and TRAID coins.
5.3. The Investor hereby agrees to fully indemnify, defend and hold the Company (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with these Terms, crowdsale and TRAID coins.
5.4. The purchase price that the Investor pays for TRAID coins is exclusive of all applicable taxes. The Investor is responsible for determining what, if any, taxes apply to the purchase of TRAID coins and any transactions taking place as a result of or in connection with this crowdsale, including, for example, sales, use, value added and similar taxes, according to the applicable laws.
The Investor is responsible for maintaining adequate security for purchasing, storing and using TRAID coins, including the safe keeping any private keys, identification or log in details. The Investor shall expressly acknowledge and agree that TRAID coins purchased by the Investor may be held in a digital wallet or vault, which requires a private key or a combination of private keys for access. Accordingly, loss of requisite private key(s) associated with the Investor’s digital wallet or vault storing TRAID coins will result in loss of such TRAID coins, as well as access to the Investor’s TRAID coin balance. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service the Investor use, may be able to misappropriate TRAID coins owned by the Investor. The Company is not responsible for any such losses.
8.1. To the fullest extent permitted by any applicable law, the Investor shall indemnify to the Company and any of its affiliates, directors, officers or employees for all damages, losses, costs, fines and penalties subject to compensation in any jurisdiction which the persons outlined in this Section suffered, incurred or received as a result the Investor breaching any of the representations, warranties or any other obligations set forth in these Terms.
8.2. The Investor shall also indemnify any damages, costs or expenses subject to compensation under any jurisdiction incurred due to any third party claim against the Company and any of its affiliates, directors, officers or employees arising from the breach of warranty, representation or any other obligation set forth in these Terms.
8.3. The Company shall not be liable for any damages suffered by the Investor as a result of force majeure or any other actions beyond the control of the Company.
8.4. The Company shall not be liable for any unauthorized or illegal participation in and purchase of the TRAID coins during the crowdsale as set in Section 2 of these Terms.
8.5. The Company shall not liable for any damages or losses (including substitution of the TRAID coins lost) resulting from the Investor not implementing sufficient measures to secure its Wallet or the TRAID coins
8.6. The Company shall not be liable for any damages or losses the Investor has incurred if any of the risks set in the Appendix materialize.
9.1. The Company may assign these Terms and any of its right and obligations hereunder, at its own discretion, to an entity (the “New Entity”) owned, controlled, or affiliated by the Company. Upon such assignment, all of the Company’s right, title and interest in and to and rights and obligations under these Term, or otherwise, including, without limitation, any rights, obligations, remedies, causes of action or other inchoate rights arising thereunder and any and all rights the Company has or may have in, to and with respect to the these Terms shall be granted, conveyed, transferred, assigned and set over to the New Entity without the Investor’s consent. The Company will not assign these Terms and any of its right and obligations hereunder to an entity if such entity is not owned, controlled or affiliated by the Company and not suitable for implementation of future business model set forth in the Whitepaper, as of such assignment.
9.2. The Investor hereby agrees and acknowledges that the Investor will represent and warrant to the New Entity as set forth in these Terms.
10. JURISDICTION, DISPUTE RESOLUTION AND OTHER
10.1. The Company and the Investor agree to make good faith efforts to negotiate and resolve any dispute, controversy or claim arising between the Parties relating to these Terms.
10.2. If any clause or provision in these Terms is held unlawful, void or unenforceable, then that clause or provision will not affect the validity or enforceability of any of the remaining parts of these Terms.
1. The participation and purchase of the TRAID coins carries significant risk. If any of the risks outlined below materialize it could have a severe negative impact on the crowdsale or the Company (including but not limited to the impossibility of continuing a business or the bankruptcy of the Company) and the Investors may lose all the funds invested into the crowdsale.
2. Prior to purchasing TRAID coins the Investor should carefully consider the risks outlined below, the information stated in these Terms, the Whitepaper or in any other relevant document and, to the extent necessary, consult a lawyer, accountant, and/ or tax professionals in the country or the jurisdiction the Company located at or fell in and in the jurisdiction the Investor is a resident.
3. There is a risk in regard to the changes to the legislation and taxes as well as to the interpretation of the legislation and the taxable status of the crowdsale and the coins by the respective regulators and authorities.
4. Cryptocurrencies and financing through cryptographic coins are being, or may be, subject to regulatory control by various regulatory bodies within different jurisdictions. The approach by the regulators towards the cryptocurrencies, cryptographic coins and crowdsales may change rapidly. The Company could be impacted by the regulatory enquiries or actions in different jurisdictions from time to time which could impede or limit the ability to carry out the crowdsale, allow respective Investors from different jurisdictions to participate in the crowdsale or continue the development of TRAID. This uncertainty significantly raises the risks connected with participating in the crowdsale or with acquiring and using of the TRAID coins.
5. TRAID coins are intended to be placed for trading on a market for cryptographic coins after the crowdsale, however, the Company cannot guarantee this. The circulation and trading with the TRAID coins after the crowdsale depends whether TRAID coins are admitted to trading by the respective secondary market exchange provider. Though highly unlikely, there is a risk that TRAID coins will not become available for trading on the secondary market.
6. There is a risk of lack of stability and functioning of the secondary market exchanges for the cryptocurrencies as these exchanges are new and unregulated. This makes the secondary market exchanges more vulnerable to the cases of fraud, business or technical failure or new regulations limiting their functioning. There is also a risk that an active trading market for the TRAID coins shall not develop or sustain.
7. There is a risk that the price of TRAID coins could experience extreme volatility from time to time as the cryptographic coins are and have been subject to extreme fluctuations in price. The volatility of the TRAID coins could differ between different jurisdictions as a result of approach towards the cryptographic coins and the crowdsales by the respective regulators within these jurisdictions.
8. The Website, the Whitepaper, these Terms and any other document related to the crowdsale may include forward-looking statements, including expected technical or economic results. There is a risk that these forward-looking statements differ significantly as there is a possibility that the predictions in the forward-looking statements shall not occur. Thus, the Investor shall not be able to base his/her expectations for future success or failure or on the forward-looking statements.
9. There is a risk that TRAID coins, Wallets or any other website are open to attacks by the hackers which could result for the Investor or the Company in losing any of the cryptographic currencies or have severe impact on the crowdsale.
10. Cryptographic coins such as TRAID are a new technology. In addition to the risks included in this APPENDIX, there are other risks associated with the purchase of TRAID coins, holding and use of TRAID coins, including those that Company cannot anticipate.