Terms and Conditions Tellirium Utility Token Purchase These Terms and Conditions (the “T&C”, or “Agreement”) apply to users and buyers of the Tellirium utility token (hereinafter “TELLIRIUM”, or “TELLIRIUM Token” or “TLIM”) as well as the future users of the TurboDocket (hereinafter “TurboDocket” or “Product” or “Project”) engineered by Team TurboDocket (“TT”). (“TurboDocket” or “Us”). In relation with the above, please bear in mind that each time You (defined below) use and/or purchase Tellirium tokens during the token sale period (hereinafter the “Token Sale”), and/or You use the Tellirium You are accepting to be bound by the content of this T&C, and all terms incorporated by reference.
THEREFORE, WE STRONGLY RECOMMEND THAT BEFORE PARTICIPATING IN THE TOKEN SALE OF TELLIRIUM, YOU CAREFULLY READ THESE T&C’S, AS THEYWILL GOVERN YOUR OBLIGATIONS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATION OF LIABILITY. If YOU DO NOT AGREE WITH THE CONTENT OF THE PRESENT T&C’s, DO NOT PURCHASE TELLIRIUM TOKENS.
1. Applicability :
1.1. The following T&C constitute the agreement between TurboDocket, and You. For clarification purposes, the term “You” refers to the recipient of this T&C, which is a user and/or buyer of Tellirium Token, as well as a future user of the decentralized docket creation product - TurboDocket.
1.2. These Agreement governs the use and purchase of the Tellirium Tokens. (The “Services”). 1.3. As already stated above, each time you use one of our Services, you are agreeing to be bound by the T&C in its latest version, which may be changed by TT at any time.
2. Specifications of the use of the Tellirium :
2.1. TT is creating a decentralized docket mechanism with unique verification capabilities that will provide the tools needed for individuals and businesses to verify, validate and evaluate the confidential identity establishment documents, anywhere in the world using blockchain technology, allowing to renew, retrofit and monitor compliances without intermediaries. The objective is to open opportunities to individuals and businesses looking for validation and assessment through consent-based tokenization.
2.2. The Tellirium Token, an Ethereum based ERC-20 token, allows TurboDocket’s security token factory, existing inside the docket to function, and will also serve as a means of exchange between You and third parties such as verifying authorities, auditors, compliance team, front line risk mitigation teams, financial advisors, healthcare institutions, among others, who will provide their services to the security token issuers.
2.3. As TurboDocket’s Project evolves, newer functions may be added based on TT’s sole decision, or requirements solicit by You, and accepted by TT at its sole discretion.
3. Undertakings :
3.1. You understand, agree, confirm, and accept that:
• That you are purchasing the Tellirium Token from Team TurboDocket backed by Nevaluer Technologies Private Limited with registered office in Salem (636003), India, and FCRN U72900TZ2021PTC036304;
• That TurboDocket is a decentralized docket creation tool which is building a decentralized docket verification mechanism where the services needed inside will require the use of the Tellirium Token;
• This Agreement has legal consequences and releases, waives, or limits TT’s liability, as well as your ability to bring future legal actions against Us in relation with your purchase of Tellirium;
• Entering into this Agreement constitutes a waiver of your right, if any, to a trial by jury and participation in a class action lawsuit, claim otherwise or to argue against its admissibility or authenticity in any legal proceedings;
• That the Tellirium Token does not have the legal qualification of a security since it does not give any rights on dividend or interest. The Tellirium token is final and nonrefundable. The Tellirium token is not a share and does not give any right to participate in any shareholder meeting of TT, or any decision to be made on behalf of Us, nor does it provide any type of representation;
• There is no guarantee or representation of liquidity for the Tellirium Tokens; • TT is not and shall not be responsible or liable for the market value of Tellirium Tokens, the transferability and/or liquidity of Tellirium Tokens and/or the availability of any market for Tellirium Tokens through third parties or otherwise;
• That You will have to inform TT in case You want to sell your Tellirium during the lock period, as TT may request the potential to pass a Know Your Customer process, in order to comply with anti-money laundering applicable legislation;
• For the avoidance of doubt and considering the novelty of the Services provided by TT0, You agree not to bring any legal action or seek any liability against TT in the event that any of the risks included in the Clause V “Risks” or other risks associated with the Tellirium materialize.
• You have reviewed these T&C and fully understand the risks, costs and benefits associated with the purchase of Tellirium Token as indicated in this T&C.
4. Knowledge required :
4.1. When purchasing Tellirium Token in relation to the Token Sale You shall ensure that You properly understand and have significant experience of cryptocurrencies, blockchain systems and services, and that You fully understand the risks associated with the Token Sale as well as the mechanism related to the use and custody of cryptocurrencies. In this sense, note that TT shall not be responsible for any loss of Tellirium or situations making it impossible to access the Tellirium Token, which may result of any actions or omissions of You or any person undertaking to acquire Tellirium.
4.2. Bear in mind that TT will transfer the purchased Tellirium Tokens to your digital wallet, and You will be the sole responsible for exchanging Tellirium on May 1st, 2023, at 12:00 (UTC+0).
5. Risks :
5.1. Acquiring Tellirium tokens involves various risks, in particular that TT may not be able to launch its operations, develop its platform and provide the services promised. Therefore, and prior to acquiring Tellirium Token, You shall carefully consider the risks, costs, and benefits of acquiring Tellirium Token within the Token Sale and, if necessary, obtain any independent advice in this regard. Any interested person being not in the position to accept nor to understand the risks associated to the activity (incl. the risks related to the non-development of TT’s network and operations) or any other risks as indicated in the T&C, should not acquire Tellirium token, at this stage or ever later.
5.2. When You use TurboDocket’s Services, it is understood that You have carefully reviewed, understood, and assumed the following risks, as well as all other risks associated with the Tellirium (including those not discussed herein), all of which could render the Tellirium Token worthless or of little value: a) Private sale token buyers will receive wrapped Tellirium (wTLIM), in a parity of the purchased tokens (1 wTLIM: 1 TLIM). The buyers can begin exchanging their wrapped tokens for TLIM on the website of TurboDocket starting May 1st, 2023, at 12:00 (UTC+0), the moment when the locked-up mechanism implemented by TT to safeguard the price when the public sale of the TLIM begins, is lifted. TT advises You to read the whitepaper found in the following website, to understand the tokenomics behind the TLIM: https://www.turbodocket.com/whitepaper). There are no guarantees as to the price of TLIMs purchased and no guarantees that the price per TLIMs determined by the market will be equal to or higher than the purchase price paid by You. There is the possibility that the price per TLIM will fall below the price paid by initial buyers of TLIM Tokens during the lock period.
5.3. The TLIM Tokens may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the TLIM distribution smart contract or the TLIM Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, and spoofing. Furthermore, because the TLIM Tokens are based on open-source software, there is the risk that smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the TLIM Tokens or result in the loss of Buyer’s TLIMs, the loss of Buyer’s ability to access or control Buyer’s TLIM Tokens, or the loss in Buyer’s account. In the event of such a software bug or weakness, there may be no remedy and holders of the TLIM Tokens are not guaranteed any remedy, refund, or compensation.
5.4. The decentralized docket application and the TLIM and all the matters set forth in the whitepaper of TT available on its website are new and untested. TT might not be capable of completing, implementing, or adopting what was specified in the whitepaper. It is possible that no Project will ever be launched and there may never be an operational decentralized docket. Even if the decentralized docket mechanism which requires TLIM to function is completed, implemented, and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the decentralized docket may not have functionality that is desirable or valuable. Also, technology is changing rapidly, so the TLIM Tokens and the application framework may become outdated.
5.5. Even if completed, the decentralized docket will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the Project.
5.6. If You send a cryptocurrency payment from an exchange or an account that You do not control, the TLIM’s Tokens will be allocated to the account that has sent such payment and will be the address that will be able to change the wTLIM’s for TLIM’s on May 1st, 2023, at 12:00 (UTC+0). Furthermore, if You choose to maintain or hold the TLIM Tokens through a cryptocurrency exchange or other third party, your TLIM Tokens may be stolen or lost. Therefore, You acknowledge and agree that if You make a payment and/or a purchase of TLIM Tokens through an account that You do not control and/or hold You do it at your own and sole risk.
5.7. TT’s decentralized docket application is still under development and may undergo significant changes over time. Although TT intends for the decentralized docket application to have the features and specifications set forth in the White Paper, TT may make changes to such features and specifications for various reasons, any of which may mean that the Project does not meet Buyer’s expectations.
5.8. The development of the decentralized docket application may be abandoned for several reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel. Even if the decentralized docket application is finished, launched, and adopted, the ongoing success of TT relies on the interest and participation of third parties. There can be no assurance or guarantee that there will be sufficient interest or participation regarding the Token Sale or the use of the decentralized docket application.
5.9. The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear, unsettled, and rapidly changing in many jurisdictions. It is difficult to predict when, how, or whether at all governmental authorities will regulate such technologies. It is, likewise, difficult to predict when, how, or whether at all any governmental authority may make changes to existing laws, regulations, and/or rules that will affect cryptographic tokens, digital assets, blockchain technology, and its applications. Such changes could negatively impact TLIM Tokens in various ways, including, for example, through a determination that TLIM Tokens are regulated financial instruments that require registration. TT may cease the distribution of TLIM Tokens, the development of the decentralized docket application, or cease operations in a jurisdiction if governmental actions make it unlawful or commercially undesirable to continue to do so.
5.10. The industry in which TT operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions. There is always a possibility that governmental authorities will examine the operations of TT and/or pursue enforcement actions against TT. Such governmental activities may or may not be the result of targeting TT in particular. Although TT is undertaking maximum efforts to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market of cryptographic tokens, digital assets, and blockchain technology, TT still may become subject to judgments, settlements, fines, or penalties, or may have to restructure its operations and activities or to cease offering certain products or services, all of which could harm TT’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the TLIM Tokens and/or the development of the decentralized docket application.
5.11. In addition to the risks set forth here, there are other risks that the TT cannot anticipate. Risks may further materialize as unanticipated combinations or variations of the risks set forth here.
6. Important disclaimer :
6.1. These T&C shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way, nor should they be considered as an offering of securities in any jurisdiction. The T&C do not include nor contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to TT or any related or associated company. The TLIM token is just a utility token, which purpose is to be able to make the decentralized docket application work and is not intended to be used as an investment.
6.2. Any information in the T&C is given for general information purpose only and TT does not provide with any warranty as to the accuracy and completeness of this information.
6.3. If TT decides to offer the TLIM token on a trading platform it will be done to allow the use of the decentralized docket application and not for speculative purposes.
6.4. TT is not a financial intermediary, and does not provide any financial advisory, not safeguards money of legal tender or cryptocurrencies on behalf of third parties.
7. Representation and Warranties
7.1. By participating in the Token Sale, You agree to the T&C and in particular, represent and warrant that You:
a) are authorized and have full power to purchase TLIM Tokens according to the laws that apply in your jurisdiction of domicile;
b) are familiar with all related regulations in the specific jurisdiction in which you are based and that purchasing cryptographic tokens in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
c) are not acting for the purpose of speculative investment;
d) live in a jurisdiction which allows TT to sell the TLIM token without requiring any local authorization;
e) do not live in a jurisdiction which is qualifying token issued through a crowd sale as securities; f) understand and accept that TLIM Tokens do not represent, constitute, or confer you in relation with TT:
i. Any ownership right or stake, share, equity, security, bond, debt instrument, or any other financial instrument or investment or investment carrying equivalent rights;
ii. any right to receive future revenues, shares, intellectual property rights or any other form of participation or governance rights from, in, or relating to the Company and its corporate affiliates; or
iii. any form of money or legal tender in any jurisdiction or any representation of money, including electronic money.
g) will not use the Token Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
h) are responsible for determining whether the acquisition of the TLIM’s is appropriate for your interests;
i) are acquiring TLIM token exclusively for the use of TT’s decentralized docket application;
j) understand the risks associated with the Token Sale (incl. the risks related to the non-development of TLIM network and operations).
k) understand the use of cryptocurrencies and its associated risks.
8. Intellectual Property Rights :
8.1. The TLIM Token and/or the decentralized docket application, as well as software, know-how, analysis, or programs, etc. related to them are intellectual and industrial rights belonging to TT.
9. Limitation of Liability :
9.1. TT as well as its officers, directors, agents, joint ventures, employees, suppliers, and advisors, assume no liability or responsibility for any loss raised from the Token sale, or any technical, interruption or malfunction of the platform.
10. Miscellaneous :
10.1. Assignment. Buyer shall not assign this Agreement without the prior written consent of TT. Any assignment or transfer in violation of this section will be void. The TT may assign this Agreement to an affiliate. Subject to the foregoing, this Agreement, and the rights and obligations of TT and You hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators, and legal representatives.
10.2. Entire Agreement. This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitute the entire agreement between You and TT and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between TT and You with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by TT about the TLIM Tokens or the decentralized docket application.
10.3. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative, or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of TT as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
10.4. Modification of Agreement. From time to time, it may be possible that TT modifies this Agreement. In this case, TT will send You a revised version of the Agreement. The modified terms will become effective upon sending. Please review your email regularly for modifications to this Agreement.
10.5. Termination of Agreement; Survival. TT reserves the right to terminate this Agreement, in its sole discretion, if You breach this Agreement. Upon termination of this Agreement:
a) all of Your rights under this Agreement immediately terminate; and
(b) You are not entitled to a refund of any amount paid for TLIM Tokens.
10.6. No Waivers. The failure by TT to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time. All waivers by TT must be unequivocal and in writing to be effective.
10.7. No Partnership; No Agency; No Third-Party Beneficiaries. Nothing in this Agreement and no action taken by the parties shall constitute, or be deemed to constitute, a partnership, association, joint venture, or other co-operative entity between TT and You. Nothing in this Agreement and no action taken by the parties pursuant to this Agreement shall constitute, or be deemed to constitute, either party the agent of the other party for any purpose. No party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other party. This Agreement does not create any third-party beneficiary rights in any person.
10.8. Electronic Communications. You agree and acknowledge that all agreements, notices, disclosures, and other communications that TT provides pursuant to this Agreement or in connection with or related to TLIM Tokens that you have purchased, including this Agreement, may be provided by TT, in its sole discretion, and in electronic form.
10.9. If any of the provisions of these T&C or of the Agreement are deemed to be invalid, void, or unenforceable, the remaining provisions shall continue in full force and effect.
11. Applicable Law and Jurisdiction :
11.1. These T&C shall be governed and interpreted by Indian law. In all matters not expressly provided for by corporate legislation shall be provided in a supplementary manner, by the provisions of the Civil Code.
11.2. The Buyers acknowledges and accepts that the TLIM Token Sale is taking place within an Indian legal environment that is still under development. TT and You agree to seek an amicable settlement prior to bringing any legal action.
11.3. The Buyer submit themselves to the Courts and Tribunals that by the legal system correspond to them for any actions and claims that may arise from these T&C, renouncing to this effect to any other jurisdiction that may correspond to them.
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