TERMS OF TOKEN SALE
TERMS OF TOKEN SALE AND USE
Please read these Terms of Token Sale and Use (“Terms”) carefully in full. These Terms constitute a binding agreement between yourself and TRACETO.IO PTE. LTD., a limited liability company registered in Singapore with Unique Entity Number 201725290K (“Traceto,” “we,” or “us”). These Terms apply only to, and govern your acquisition and use of, tokens (“T2T”) issued by Traceto during the token sale period (“Sale Period”). By purchasing T2T from us during the Sale Period, you agree to, and will be bound by, these Terms and all terms incorporated by reference. IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, PLEASE REFRAIN FROM PURCHASING ANY T2T.
There are risks associated with purchasing, holding, and/or using crypto-assets in general, including T2T. The nature of these risks are set out in more detail in Exhibit B. If you have any further questions regarding these risks, please contact us at . In purchasing T2T, you will be deemed to have read, understood, and accepted these risks in full.
If you have any questions regarding these Terms, please contact us at . You and Traceto (each, a “Party” and collectively, the “Parties”) agree as follows:
1.PURPOSE AND USE OF T2T
Traceto owns and operates a decentralized application (“traceto.io”) that facilitates the conduct, control, and management of ‘know-your-customer’ (“KYC”) checks for blockchain-based activities such as transactions on cryptocurrency exchanges or through cryptocurrency wallets, and initial coin or token offerings. Traceto offers this KYC service, as well as related services from time to time, through traceto.io (the “Services”). T2T are the medium through which you may access and use the Services, subject to limitations and conditions in these Terms and other applicable terms and policies. Your ownership or control of T2T does not confer any right (whether express or implied) other than the right to use T2T as a means to enable access to and receive the Services. In particular, owning or controlling T2T does not represent or grant you any ownership right or stake; economic, voting, or other control-related rights; or any right to receive future revenue, intellectual property rights or any other form of participation in or relating to traceto.io, the Services, or Traceto (and any persons affiliated to it), other than rights relating to the provision and receipt of Services. T2T are not intended to be a digital currency, security, commodity, or any other kind of financial instrument.
2.SCOPE OF TERMS
Unless otherwise stated herein, these Terms govern only your purchase of T2T from Traceto during the Sale Period. Any use of T2T in connection with receiving or participating in Services will be governed primarily by other applicable terms and policies, which currently include our Website Terms of Service (available at ). Traceto may amend the Terms of Service at its sole discretion. If these Terms conflict with Traceto’s Website Terms of Service, the Website Terms of Service will prevail insofar as the conflict pertains to the use of T2T in connection with receiving or participating in Services through traceto.io or any similar or successor software platform.
3.CANCELLATION; REFUSAL OF PURCHASE REQUESTS
All purchases of T2T made during the Sale Period are final unless a refund or cancellation of a transaction is required by any applicable law or regulation. Traceto reserves the right to refuse or cancel T2T purchase requests at any time in its sole discretion.
4.TOKEN SALE PROCEDURES AND SPECIFICATIONS
Important information about the procedures of Traceto’s token sale (the “Token Sale”) is provided in Exhibit A, including, but not limited to, details regarding the timing and pricing of the Token Sale, the amount of T2T that will be sold, and our anticipated use of the Token Sale proceeds. By purchasing T2T, you acknowledge that you understand and have no objection to these procedures and material specifications. If you do not agree to any part of these Terms, please refrain from purchasing any T2T.
5.REPRESENTATIONS AND WARRANTIES
In purchasing T2T during the Token Sale, you represent and warrant that you:
These anticipated purposes are listed for illustration only, and Traceto reserves the right to use reserved T2T for these purposes (or others) at its sole discretion.
(a) are not a citizen or resident of a geographic area in which access to or use of the Services is prohibited by applicable law, decree, regulation, treaty, or administrative act, or a citizen or resident of, or located in, Democratic People’s Republic of Korea, Bosnia, Congo, Eritrea, Ethiopia, Herzegovina, Iran, Iraq, Libya, Somalia, South Sudan, Sudan, Sri Lanka, Syria, Trinidad, Tobago, Tunisia, Vanuatu, and Yemen. You agree that if your country of residence, citizenship, or other relevant circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services. If you are registering to use the Services on behalf of a legal entity, you further represent and warrant that (i) such legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization, and (ii) you are duly authorized by such legal entity to act on its behalf;
(b) are not funding your purchase of T2T with funds stemming from illegal activities or sources; and
(c) will supply us with information that is true, complete, and accurate in all material aspects upon our request and promptly notify us in the event of a change to information previously so supplied.
To the fullest extent permitted by applicable law, you agree to fully indemnify and hold harmless Traceto and each of its employees, officers, directors, equity holders, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, and representatives (as well as their predecessors, successors, and assigns) (collectively, the “Traceto Affiliates”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to your: (i) purchase or use of T2T, (ii) responsibilities or obligations under these Terms, (iii) violation of these Terms, or (iv) violation of any rights of any other person or entity.
While you may observe and participate in any applicable legal proceedings, Traceto reserves the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this clause 6, including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between yourself and Traceto.
7.DISCLAIMER OF WARRANTIES
T2T are sold on an “as is” and “as available” basis without warranties of any kind. We expressly disclaim all implied and statutory warranties as to T2T, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, satisfactory quality, and all warranties arising from course of dealing, usage, or trade practice. We do not represent or warrant that T2T are reliable, error-free, or meet all your requirements, or that defects in T2T will be corrected. We cannot and do not represent or warrant that T2T or the delivery mechanism for T2T are free of viruses or other harmful components. We do not warrant that the use of T2T will be uninterrupted.
Transactions using crypto-assets and blockchain technology, such as those involving the sale of T2T, are vulnerable to different types of failures, including but not limited to, high network volume, computer failure, blockchain failures or disruptions, and user failure. We are not responsible for any losses (including, without limitation, any loss of data, other crypto-assets, T2T, hardware, or software) arising in connection with any such failures or any actions taken by you in connection with the Token Sale.
The disclaimers and other risk disclosures contained in these Terms apply to the fullest extent permitted by applicable laws.
8.LIMITATION OF LIABILITY
In no event, and to the fullest extent permitted by law, will Traceto or any of the Traceto Affiliates be liable for any indirect, incidental, punitive, special, exemplary or consequential 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 services, consortium, sale or use of T2T or otherwise related to these Terms, regardless of the form of action, whether based in contract, tort (including, but not limited to, negligence), or any other legal or equitable theory. This limitation of liability applies even where you or someone else has advised us of the possibility of such damages or such damages were otherwise foreseeable by you or us. However, our liability for any loss you incur as a direct result of our gross negligence, fraud, or intentional, willful, or reckless misconduct will not be excluded by this clause 8.
In no event will the aggregate liability of Traceto or any of the Traceto Affiliates, whether in contract, warranty, tort (including, but not limited to, negligence), or other theory of law, arising out of or relating to these Terms or the use of or inability to use T2T, exceed the amount you pay to us for your purchase of T2T.
You are responsible for implementing reasonable measures for ensuring the security of the wallet or other storage mechanism you use to receive and hold T2T you purchase from us, including any requisite private key(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 T2T temporarily or permanently and your T2T may not be recoverable. Traceto is not responsible, and is not obliged to compensate you, for any such losses.
10.INFORMATION AND PERSONAL DATA
Certain laws and regulations applicable to Traceto, particularly in relation to Traceto’s anti-money laundering and countering the financing of terrorism obligations, may require us to collect, process and analyse certain information about you in relation to your purchase of T2T. Such information may be disclosed to Traceto’s service providers for further validation and processing in order to fulfil these obligations. We will handle all personal data we receive from you in accordance with the Personal Data Protection Act 2012. Such information may contain your personal data. You agree to provide us all such information in full promptly upon request. We reserve the right to reject your request to purchase T2T if you do not furnish us with all the information requested or that Traceto has assessed that we do not want to accept the relevant risk in accepting your request to purchase after performing necessary due diligence. Traceto is under no obligation whatsoever to provide you with any reason for rejecting your request to purchase T2T, including any reason relating to the inadequacy or otherwise of information you provide to us.
The purchase price that you pay for T2T does not include applicable taxes, if any. You are responsible for determining the taxes, if any, that apply to your purchase of T2T, as well as for withholding, collecting, reporting, and remitting the correct taxes to the appropriate tax authorities. We are not responsible for withholding, collecting, reporting, or remitting any tax arising from your purchase of T2T. To the fullest extent permitted by law, you agree to not hold Traceto or any of its affiliates, shareholders, directors, or advisors responsible for any tax liability associated with or arising from the purchase of T2T.
These Terms are governed by and will be construed in accordance with the laws of the Republic of Singapore.
All disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.
If any term, clause or provision of these Terms is held unlawful, void or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms, and the rest of these Terms will otherwise remain in full force and effect.
15.MODIFICATIONS TO TERMS
We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms at any time, including, without limitation, as may be required to comply with any applicable laws or regulations. If we make changes, we will post the amended Terms at and include the date of such update. Unless otherwise specified, amended Terms are effective and binding immediately.
These Terms constitute the entire agreement between you and us relating to your purchase of T2T. While we may assign our rights and obligations under these Terms, you are not allowed to assign your rights and obligations under these Terms without our prior written consent. Our failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. We will not be liable for any delay or failure to perform any obligation under these Terms where the delay or failure results from any cause beyond our reasonable control. Neither these Terms, nor purchasing T2T from us, create any form of partnership, joint venture or any other similar relationship between you and us. Except as otherwise expressly provided for herein, these Terms are intended solely for the benefit of yourself and us and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree and acknowledge that all agreements, notices, disclosures, and other communications that we provide to you, including these Terms, may be provided in electronic form. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any provisions of these Terms that by their nature should survive or that are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that we may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to us, pursuant to this Agreement or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to us.
SIGNATURE PAGE FOLLOWS
I hereby confirm and submit my interest and intention to purchase ___________ T2T in accordance with these Terms. I further acknowledge and accept that subject to the sole discretion of Traceto, I may not be allocated the full amount of T2T that I intend to purchase. I understand and accept that these Terms are binding upon myself regardless of whether or not I am allocated the full amount of T2T I seek to purchase.
Individually / For and on behalf of _____________
(delete as appropriate)
Token Sale Procedures and Specifications
1. TOKEN PRICE
The price per Token at the Token Sale is 0.000075 ETH. Traceto reserves the right to amend the price per T2T, at its sole discretion, during the Sale Period.
2.COMMENCEMENT, DURATION, AND COMPLETION OF TOKEN SALE
The Sale Period comprises of two phases, namely, a: (1) private sale period, where a limited number of persons, as determined by Traceto, may purchase T2T (the “Private Sale Period”) and (2) public sale period, where members of the public may purchase T2T (the “Public Sale Period”).
The Private Sale Period will commence on 26 April 2018 at 4:15 p.m. (SGT). The indicative Private Sale Period will end on 1 June 2018 at 4:15 p.m. (SGT). Notwithstanding this, Traceto reserves the right to change the ending date of the Private Sale Period.
The Public Sale Period comprises of two phases. The first, early access phase commences on 20 May 2018 at 4:15pm (SGT). The second phase commences on 8 June 2018 at 4:15pm (SGT).
3.PROCEDURES FOR BUYING AND RECEIVING T2T
Instructions on how to buy and receive T2T may be found at .
Traceto will generate a total of 1,000,000,000 T2T to be distributed as follows.
(a) Token sale (40%)
(b) Team and advisors (25%)
(c) Marketing and partnerships (25%)
(d) Reserve (10%)
Traceto reserves the right to amend the above uses at any time in its sole discretion.
5.T2T ALLOCATED FOR SALE
400,000,000 T2T will be set aside strictly for sale during the Sale Period, of which up to 320,000,000 T2T will be set aside for the Private Sale Period. Persons that purchase T2T at the Private Sale Period are entitled to a bonus amount of T2T, which is subject to a three-month lockup period.
All sales of T2T are final and nonrefundable for any reason.
6.USE OF PROCEEDS FROM TOKEN SALE
Generally, the proceeds from the Token Sale (the “Proceeds”) will be used as set out below.
(a) Development and Maintenance (50% of Proceeds)
(b) Operations (20% of Proceeds)
(c) Marketing, Legal, and Administration (15% of Proceeds)
(d) Reserve (15% of Proceeds)
The anticipated uses of the Proceeds described above are provided for illustrative purposes only. Traceto reserves the right to allocate Proceeds at its sole discretion in such manner as it deems fit.
Certain Risks Relating to Purchase, Sale and Use of T2T
T2T are not being structured or sold as securities or any other form of investment product, financial instrument, or similar. Accordingly, none of the information presented in this Exhibit B or anywhere else in the Terms is intended to form the basis for any investment decision, and does not constitute any financial, investment, legal, tax, or other professional advice or recommendations. Traceto expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in this Exhibit B, (ii) any error, omission or inaccuracy in any such information, or (iii) any action resulting from such information.
By purchasing, holding and using T2T, you expressly acknowledge and assume the risks set out in these Terms, including those listed in this Exhibit B.
The regulation of tokens such as T2T is still in a very nascent stage of development in Singapore. A high degree of uncertainty as to how tokens and token-related activities are to be treated exists. The applicable legal and regulatory framework may change subsequent to the date of these Terms. It is not possible to anticipate with any degree of certainty the nature of such regulatory evolution and the subsequent impact on Traceto or T2T.
2.NO REGULATORY SUPERVISION
None of Traceto or its affiliates is currently regulated or subject to the supervision of any regulatory body in Singapore. In particular, Traceto and its affiliates are not registered with MAS in Singapore as any type of regulated financial institution or financial advisor and are not subject to the standards imposed upon such persons under the Securities and Futures Act, Financial Advisors Act, and other related regulatory instruments. Such persons are required to comply with a variety of requirements and standards concerning disclosures, reporting, compliance, and conduct of their operations for purposes or maximising investor protections. Since Traceto is not subject to such requirements or standards, it will make decisions on those issues at its own discretion. While Traceto will have regard to best practices on these issues, holders of T2T will not necessarily enjoy the same extent and degree of investor protections as would be the case should they purchase products or services from regulated entities instead.
3.NO FIDUCIARY DUTIES OWED
As Traceto is not a regulated financial institution, it does not owe holders of T2T any fiduciary duties. This means that Traceto has no legal obligation to always act in good faith in the best interests of holders of T2T. While Traceto will have regard to the interests of holders of T2T, it is also permitted to consider the interests of other key stakeholders and to prefer these interests over the interests of T2T holders. This may mean that Traceto is permitted to make decisions that conflict with, or are not necessarily in, the interests of T2T holders. Not owing any fiduciary duties to holders of T2T also means that holders of T2T may have limited rights of recourse against Traceto and its affiliates in the event of disputes.
The tax characterization of T2T is unclear. Accordingly, the tax treatment to which they will be subject is uncertain. All persons who wish to purchase T2T should seek independent tax advice prior to deciding whether to purchase any T2T. Traceto does not make any representation as to whether any tax consequences may arise from purchasing or holding T2T.
5.RISKS FROM THIRD PARTIES
The tokenized nature of T2T means that they are a blockchain-based asset. The security, transferability, storage, and accessibility of blockchain assets depends on factors outside of Traceto’s control, such as the security, stability, and suitability of the underlying blockchain (in this case, the Ethereum blockchain), mining disruptions, and who has access to the private key of any wallet where T2T are stored. Traceto does not represent or otherwise assure that it can prevent such external factors from having any direct or indirect adverse impact on any of the T2T. Persons intending to purchase T2T should note that adverse events caused by such external factors may results in the loss of some or all T2T purchased. Such loss may be irreversible. Traceto is not responsible for taking steps to retrieve T2T lost in this manner.
As with other decentralized cryptographic tokens based on the Ethereum protocol, T2T are susceptible to attacks by miners in the course of validating T2T transactions on the Ethereum blockchain, including, but not limited, to double-spend attacks, majority mining power attacks, and selfish-mining attacks. Any successful attacks present a risk to the Services, traceto.io, and T2T, including, but not limited to, accurate execution and recording of transactions involving T2T.
Hackers or other malicious groups or organizations may attempt to interfere with the Services, traceto.io, or T2T in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, etc.
6.RISKS IN PURCHASING T2T
Traceto cannot and does not guarantee or otherwise assure that there are no risks in relation to your purchase of T2T. The purchase of T2T may, depending on the manner in which the relevant purchase is effected, involve third parties or external platforms (e.g., wallets). The involvement of such parties or platforms may introduce risks that would not otherwise be present, such as misconduct or fraud by the third party, or your failure to receive T2T upon duly making payment because of a third-party wallet’s incompatibility with T2T. Traceto is not responsible for any risks arising due to the involvement of third parties, including the risk of not receiving (or subsequently losing) any or all T2T you attempt to (or successfully) purchase.
7.RISK OF LOSING ACCESS TO T2T
Crypto-assets such as T2T are commonly stored in storage devices such as wallets. Usually, you must have certain information, such as a private key, in order to access and use such storage devices. The loss of the private key(s) associated with your storage device where you store your T2T will result in loss of such T2T. Furthermore, any third party gain access to these private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate or convert your T2T.
T2T are intended to be used solely in connection with the Services, and Traceto will not support or otherwise facilitate any secondary trading or external valuation of T2T. This restricts the contemplated avenues for using T2T to the provision or receipt of Services, and could therefore create illiquidity risk with respect to the T2T you hold. Even if secondary trading of T2T is facilitated by third party exchanges, such exchanges may be relatively new and subject to little or no regulatory oversight, making them susceptible to fraud or manipulation. Furthermore, to the extent that third parties do ascribe an external exchange value to T2T (e.g., as denominated in a digital or fiat currency), such value may be extremely volatile and diminish to zero.
9.RISK OF UNINSURED LOSSES
T2T are 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 that we have or will arrange for in order to offer recourse to you.
10.RISK OF ALTERNATIVE NETWORKS
It is possible that alternative networks could be established that utilize the same open source code and protocol underlying the Services and attempt to facilitate services that are materially similar to the Services. The Services may compete with these alternative networks, which could negatively impact the Services and T2T.
11.RISK OF INSUFFICIENT INTEREST
It is possible that neither the Services nor traceto.io will be used by a large number of individuals, companies, and other entities or that there will be limited public interest in the creation and development of
distributed ecosystems (such as traceto.io) more generally. Such a lack of use or interest could negatively impact the development of traceto.io and therefore the potential utility of T2T.
12.RISKS ASSOCIATED WITH DEVELOPMENT AND MAINTENANCE
The Services and traceto.io are still under development and may undergo significant changes over time. Although we intend for development to progress in the fashion outlined in our white paper, and intend to take commercially reasonable steps toward those ends, we may have to make changes to the specifications for any number of legitimate reasons. This could create the risk that the Services, traceto.io, and T2T, as further developed and maintained, may not meet your expectations at the time of purchase. Furthermore, it is still possible that the Services or traceto.io will experience malfunctions or otherwise fail to be adequately developed or maintained despite our good faith efforts to prevent this from occurring. This may negatively impact the Services, traceto.io, and T2T.
13.RISK OF DISSOLUTION
It is possible that, due to any number of reasons, including, but not limited to, a decrease in the utility of T2T, the failure of commercial relationships, or intellectual property ownership challenges, the Services, Traceto, or traceto.io may no longer be viable to offer or operate and Traceto may suspend operations or dissolve.
14.RISKS ARISING FROM GOVERNANCE RIGHTS AND CONTROL
Because T2T confer no control or governance rights of any kind with respect to the Services, traceto.io, or Traceto or its affiliates, all decisions involving the Services or traceto.io will be made by Traceto at its sole discretion. This includes, but is not limited to, decisions to discontinue all or part of the Services; create and sell more T2T providing access to the Services; or to sell or liquidate Traceto. These decisions could adversely affect you in various ways, including in relation to your use of the Services and T2T you hold.
Cryptographic tokens such as T2T are a new and untested technology. In addition to the risks included in this Exhibit B, other risks may arise in connection with your purchase, holding, and use of T2T, including risks that Traceto cannot anticipate. Such risks may materialize at any point in time. Traceto is not responsible for any adverse impact that you may encounter from a risk that has not been identified in any part of these Terms.