Last Updated: 25/03/2018
These Token Sale Agreement of INTRO Token Sale (hereinafter - the “Terms”) contains the basic provisions proposed by INTRO Technology OÜ (hereinafter – the “Company”, the “Seller”) regarding the purchase of INTRO Tokens (“ITR”) which will be issued and transferred by the Company to the Buyer (hereinafter the “Buyer” or “Customer”).
Please read carefully these Terms and agree with it before purchasing INTRO Tokens (ITR), as it affects your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability. If you do not agree with these Terms, you shall not purchase INTRO Tokens (ITR). By purchasing INTRO Tokens (ITR) during any sale period set forth herein from the Company, you will be bound by these Terms, and thus your purchase of INTRO Tokens (ITR) is subject to these Terms.
The Buyer and the Seller shall each be referred to as a “Party” and collectively as the “Parties”.
WHEREAS, the Seller is to create a platform (hereinafter – “INTRO Platform”); for the participants of off-plan development – builders, investors, homebuyers, banks and other agents. The platform provides access to advanced market analytics for industry professionals as well as for private homebuyers. The register of under construction objects and investors’ contracts are stored in the blockchain, which in turn receives data from official state sources. This allows for effective market analysis without violating the proprietors’ rights to personal data protection.
WHEREAS, the Seller is going to issue its digital tokens called ITR being virtual currency that is used inside the INTRO Platform to pay for the company’s services (monthly, quarterly, half year and annual subscriptions), rewarding users for ratings, and for internal payments for goods / services within the INTRO Platform, which the Seller is willing to sell to the Buyer during established sale period as determined hereunder; and
WHEREAS, the Buyer wants to purchase ITR according to the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the covenants and agreements or terms contained herein, the Parties agree as follows:
1. Explanation of ITR.
The Buyer understands and accepts that ITR will be used as virtual currency on the INTRO Platform. There will be all functions of the INTRO Platform available for the person who has ITR in possession.
ITR could be used as in-service crypto-currency for other websites, platforms, services, projects etc. as their in-service crypto-currency. All ITR operations on the INTRO Platform have their own compulsory and automated hash value for entry into the chain of blocks recorded into blockchain register. Register is accessible to everyone, but information is unchangeable and anonymous. This provides additional transparency and security.
The Buyer expressly agrees that ITR are not securities, are no investment, are not registered with any government entity as the securities, shall not be considered as such, do not represent any share, stake or security or equivalent rights, including, but not limited to, any right to receive future revenue shares and intellectual property rights, do not represent any ownership right, and are not intended to be commodity or any other kind of financial instrument. The Whitepaper prepared by Company describes matters related to INTRO project. It includes, but not limited to, any technological aspects and software matters.
HOWEVER, INTRO WHITEPAPER IN NO WAY CONSITUTES A LEGALLY BINDING AGREEMENT, CONTRACT, DECISION, ETC. BETWEEN THE COMPANY AND THE BUYER.
2. Purchase of ITR.
The Company hereby expressly agrees to issue and sell to the Buyer ITR and The Buyer hereunder commits to purchase ITR for fiat (USD, EUR) or listed cryptocurrencies (BTC, ETH, LTC, DSH, BCH). Unless otherwise stated herein, these Terms govern purchase of ITR by the Buyer from the Company during the Closed Round Sale Period from January 15, 2018 (00:00 MSK), to February 14, 2018 (23:59 MSK), Pre-Sale Period from March 26, 2018 (00:00 MSK), to April 30, 2018 (23:59 MSK) and Public Sale Period from May 1, 2018 (00:00 MSK), to June 30, 2018 (23:59 MSK) (hereinafter jointly – “Sale Period”). In order to make a purchase the Buyer will transfer payment as set forth herein and the Company will distribute an amount of ITR which is equivalent to the payment the ETH-address of the Buyer once the payment is made by the Company/after crowdsale ends. Buyer will buy ITR by paying for them in advance. The use of ITR and relations between the Parties may be governed by any other applicable terms and policies. The Buyer agrees to be solely responsible for any applicable taxes imposed on ITR purchased hereunder.
By buying ITR hereunder, the Buyer expressly accepts all terms and conditions, described herein, and agree to be bound thereby and comply therewith.
For 1 USD the Buyer will be able to buy 2.5 ITR and such purchase price is not subject to change within Sale Period, provided however that some bonuses may be provided according to INTRO Whitepaper. Sale Period hard cap – 15 000 000 USD. Sale Period soft cap – 3 000 000 USD.
Maximum amount of tokens that will be available for purchase during different stages of the Sale Period:
Closed Round Sale Period – 2 000 000 ITR;
Pre-Sale Period – 10 000 000 ITR;
Public Sale Period – 148 000 000 ITR.
3. ITR Distribution and Exchange.
The Company will issue 200 000 000 ITR in accordance with INTRO Whitepaper (available at introa.io);
The Company then will issue ITR for the corresponding payment set forth herein made by the Buyer, immediately after the end of the date the whole INTRO Token Sale is over, meaning, the date the Sale Period ends, provided however there may be some delay due to the technical issues. Thus, the ITR can be used as soon as distribution complete for making purchases and payments on the Platform. The Buyer hereby understands and agrees that in order to receive ITR the Buyer shall have ETH-wallet since the token distribution will be carried out using specially deployed token sale smart contract. To purchase ITR the Buyer shall only send cryptocurrency funds from his/her personal wallet (hardware wallet) in the amount which is equivalent to the amount of the ITR the Buyer is willing to receive for such payment. The Buyer may be required to manually set his/her ETH-wallet to watch the token sale smart contract to receive ITR after their distribution by the Company within the blockchain, which shall be made after the Company’s Token Sale ends. The Buyer may purchase ITR via specific Ethereum client.
TO THE EXTENT ALLOWABLE ACCORDING TO APPLICABLE LAW OF REGULATION, ITR WILL BE USED AS IN-SERVICE CURRENCY ON THE PLATFORM, AND THUS ANY OTHER USE OF ITR IS BY A DECISION AND AT THE SOLE RISK AND DISCRETION OF THE BUYER.
All purchased ITR will be indicated onto your account as soon as fixed in the blockchain and distributed within the blockchain as soon as INTRO Token Sale is over, provided however that
(i) some screening and verification procedures may cause some delay AND
(ii) till the moment of such distribution the INTRO Platform is launched and operational to the volume necessary to use ITR on it. Nothing herein may be construed as selling or delivering ITR before INTRO Platform launch or preventing you from your ITR use on the INTRO Platform immediately after distribution.
Any delay in ITR delivery to the Buyer is operational delay only and may not be construed as the breach hereof or Company’s misconduct.
Purchased ITR may be sold and transferred by the Buyer at any time after Token Sale ends via cryptocurrency exchanges on its own risk and without any interference of the Company, if ITR are listed on any of the cryptocurrency exchanges on its sole discretion (WHETHER TO LIST ITR ON CRYPTOCURRENCY EXCHANGES OR NOT IS SOLELY AT THE DISCRETION OF CRYPTOCURRENCY EXCHANGES).
4. Refund and Cancellations.
TO THE EXTENT ALLOWABLE ACCORDING TO APPLICABLE LAW OF REGULATION, THE PURCHASE OF ITR BY THE BUYER FROM THE COMPANY IS FINAL, THUS ITR ARE NOT SUBJECT TO THE REDEMPTION PROCEDURE AND THERE ARE NO REFUNDS AND/OR CANCELLATIONS.
5. Preventing Illegal activities.
INTRO is committed to implementing and maintaining the highest standards of Know Your Customer (KYC) and Anti Money Laundering (AML) compliance and requires management and employees to adhere to these standards to prevent abuse of INTRO Services for money laundering and terrorist financing purposes. INTRO retains the right to reject your payment for ITR in case you fail to meet the AML/KYC requirements or successfully pass other verification and screening procedures, implemented on the INTRO Platform.
In pursuing its commitment to assist in the detection, prevention, and reporting of money laundering activities, INTRO shall:
(i) implement a risk based approach to assessing and implementing AML and KYC procedures.
(ii) know its customers by obtaining satisfactory evidence of their identity and having effective procedures to verify the authenticity of the information furnished by new customers.
(iii) ensure that its business is conducted in conformity with high ethical standards, that laws and regulations are adhered to, and that service is not provided where there is good reason to believe that transactions are associated with money laundering activities.
(iv) cooperate fully with law enforcement agencies by, among others, taking appropriate measures allowed by law if there are reasonable grounds for suspecting money laundering.
(v) adopt policies consistent with the principles set out in this policy, and ensure that its staff, wherever located, are informed of these policies and adequately trained in matters covered herein.
(vi) implement specific procedures for customer identification, record keeping and retention of transaction documents and reporting of covered and suspicious transactions.
To prevent abuse of INTRO, its services and the Platform for money laundering and terrorist financing purposes Company may collect the following information:
- (i) Name
- (ii) Telephone number;
- (iii) Photo of your passport of other identity card to show proof of identity;
- (iv) Documentation that evidences your proof of address;
- (v) E-mail address, –
as well as ask for additional informational in case of doubts or crime suspicions.
6. Purchase Limitations, Representations and Warranties.
RESIDENTS OF THE FOLLOWING STATES AND TERRITORIES: PEOPLE’S REPUBLIC OF CHINA, THE SOCIALIST REPUBLIC OF VIETNAM– ARE NOT ALLOWED TO PARTICIPATE IN THE SALE PERIOD OF THE INTRO TOKEN SALE. THE BUYER IS ONLY ELIGIBLE TO PURCHASE ITR IF AND BY BUYING ITR AND/OR SIGNING THESE TERMS HE/SHE COVENANTS, REPRESENTS, AND WARRANTS THAT HE/SHE IS NEITHER A CITIZEN OR PERMANENT RESIDENT OF THE ABOVEMENTIONED STATES NOR DOES HE/SHE HAS A PRIMARY RESIDENCE OR DOMICILE IN OR MAKES HIS / HER TRANSACTIONS FROM THE ABOVEMENTIONED STATES, AND ANY POSSESSIONS OF THE ABOVEMENTIONED STATES. IN ORDER TO BUY ITR AND BY BUYING ITR AND/OR SIGNING THESE TERMS, THE BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT NONE OF THE OWNERS OF THE COMPANY, OF WHICH HE/SHE IS AN AUTHORIZED OFFICER, IS CITIZEN OR PERMANENT RESIDENT OF THE ABOVEMENTIONED STATES, NOR DOES HE/SHE HAVE A PRIMARY RESIDENCE OR DOMICILE IN OR MAKES TRANSACTIONS FROM THE ABOVEMENTIONED STATES, INCLUDING ANY POSSESSIONS OF THE ABOVEMENTIONED STATES. SHOULD THIS CHANGE AT ANY TIME, HE/SHE SHALL IMMEDIATELY NOTIFY THE COMPANY. THE COMPANY SHALL RESERVE THE RIGHT TO REFUSE SELLING ITR TO ANYONE WHO DOES NOT MEET CRITERIA NECESSARY FOR ITR BUYING, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, THE COMPANY MAY REFUSE SELLING ITR TO CITIZENS, PERMANENT RESIDENTS OF THE ABOVEMENTIONED STATES AND TERRITORIES AND THOSE USERS WHO DO NOT MEET ANY OTHER CRITERIA SPECIFIED HEREIN.
ANY PERSON, MENTIONED IN APPROPRIATE DENIED PERSONS OR ANY OTHER SANCTION LIST, IS FORBIDDEN TO PURCHASE OR USE ITR ON HIS / HER OWN BEHALF OR REPRESENTING ANY THIRD PARTY.
IT IS ALSO FORBIDDEN TO PURCHASE ITR USING FUNDS CAME FROM ILLEGAL OR UNETHICAL SOURCES OR RECEIVED IN RESULT OF MONEY LAUNDRY. AND BY BUYING ITR HEREUNDER, THE BUYER REPRESENTS AND WARRANTS THAT HIS/HER FUNDS IN NO WAY CAME FROM ILLEGAL OR UNETHICAL SOURCES, THAT THE BUYER IS NOT USING ANY PROCEEDS OF CRIMINAL OR ILLEGAL ACTIVITY OR MONEY LAUNDRY, AND THAT NO TRANSACTION INVOLVING DTT TOKENS ARE BEING USED TO FACILITATE ANY CRIMINAL OR ILLEGAL ACTIVITY OR PERFORM MONEY LAUNDRY.
By buying ITR and, the Buyer represents and warrants that:
(b) he/she is of an age of majority to enter into these Terms, meet all other eligibility and residency requirements, and are fully able and legally competent to enter the terms, conditions, obligations, affirmations, representations and warranties set forth herein and to abide by and comply herewith;
(c) he/she will be solely responsible for any applicable taxes imposed on ITR purchased hereunder;
(d) he/she is aware ITR Tokens are intended to be used on the INTRO Platform only as an in-service cryptocurrency;
(e) he/she has in-depth knowledge and deep understanding of the crypto market, blockchain-based systems and cryptocurrencies;
(f) he/she is aware of and knows how to manage all the merits, risks and any restrictions associated with crypto market, blockchain-based systems and cryptocurrencies;
(g) he/she understands that these Terms are in no way an investment advice or an offer to invest;
(h) he/she understands, that the value in the price of a ITR may be defined by a degree of transactions with a specific marketplace or others.
(i) Company retains the right to change any Ethereum token standard at its own decision.
7. Disclaimer of Warranties and Limitation of Liability.
ITR ARE TO BE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. CUSTOMER ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO BUYING OF ANY AMOUNT OF INTRO TOKENS (ITR) AND THEIR USE. THE BUYER HEREBY EXPRESSLY AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE COMPANY DOES NOT ACCEPT ANY LIABILITY FOR ANY DAMAGE OR LOSS, INCLUDING LOSS OF BUSINESS, REVENUE, OR PROFITS, OR LOSS OF OR DAMAGE TO DATA, EQUIPMENT, OR SOFTWARE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE), RESULTING FROM ANY USE OF, OR INABILITY TO USE, THIS WEBSITE OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR CONTENT ON THIS WEBSITE, AS WELL AS FROM PURCHASING OF ITR, REGARDLESS OF THE BASIS, UPON WHICH THE LIABILITY IS CLAIMED AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE BUYER UNDERSTANDS AND AGREES THAT 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 ITR. THE BUYER UNDERSTANDS AND EXPRESSLY AGREES THAT THE COMPANY SHALL NOT GUARANTY IN ANY WAY THAT ITR MIGHT BE SOLD OR TRANSFERRED DURING OR AFTER THE TOKEN SALE. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO THE BUYER, THE LIMITATIONS WILL APPLY TO THE BUYER ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE BUYER UNDERSTANDS AND AGREES THAT IT IS HIS/HER OBLIGATION TO ENSURE COMPLIANCE WITH ANY LEGISLATION RELEVANT TO HIS/HER COUNTRY OF DOMICILE CONCERNING PURCHASING OF ITR, AND THAT THE COMPANY SHOULD NOT ACCEPT ANY LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED PURCHASING OF ITR. THE BUYER AGREES TO BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES IMPOSED ON ITR PURCHASED HEREUNDER.
8. Acknowledgment and Assumption of Risks.
By buying ITR and using the INTRO Platform, the Buyer represents/warrants and accepts that:
(a) there are certain risks, including, but not limited to, risk of losing access to ITR, risks associated with the INTRO protocol, risk of hacking and security weaknesses, risks associated with markets for ITR, etc.;
(b) that there is no warranty that the INTRO Platform or any URLs or links following on it will be uninterrupted or error-free and why there is an inherent risk that the INTRO Platform could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ITR;
(c) that the blockchain technology can be applied in a new forms of interaction, and that certain jurisdictions could apply existing regulations on, or approve new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of both INTRO Platform and/or smart-contract system and which may, inter alia, result in substantial modifications of both INTRO Platform and/or smart- contract system and/or the ITR protocol, including its termination and the loss of ITR for the Customer;
(d) you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the purchasement of ITR. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any purchasement, as well as you may be vulnerable to any loss as the consequences of your actions on the INTRO Platform;
(e) INTRO does not give any advice, does not express any official expert opinion and does not give any statistician indicators that are mandatory for use with respect to ITR, and other cryptocurrencies. You make all decisions at your own risk and discretion. Our INTRO Platform does not contain the advice, opinion or mandatory data, which are binding or warrant the consequences, but, the Platform may contain background information that you may use at your own risk and discretion.
The purchase price that you pay for ITR is exclusive of all applicable taxes. Customer is responsible for determining what, if any, taxes apply to your purchase, exchange and sell of ITR, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. Customer agrees that INTRO is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase and sell of ITR.
10. Dispute Resolution.
PLEASE READ THE FOLLOWING PARAGRAPH CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH US AND IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF.
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 Republic of Estonia. Any controversy or claim (hereinafter - the “Disputes”) arising out of or relating to this Terms or the breach thereof, shall be settled by binding arbitration administered by local courts. of Estonia.
In case any dispute arises Buyer should contact Company via e-mail – [email protected].
These Terms constitute the entire agreement between the Buyer and the Company relating to the Buyer’s purchase of ITR from the Buyer during the Sale Period. No provision of these Terms shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. 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. The Company may assign the Company’s rights and obligations under these Terms. Any notice or other communication given or made under these Terms shall be and may be delivered in electronic form; in case of Company – to the address [email protected], in case of Buyer – to the address he / she indicates while registering on the INTRO Platform. At any time, the Company may make changes to these Terms as reasonably required to comply with applicable law or regulation. In cases of changes, the amended Terms will be published on https://introa.io, “Last Updated” date above will be updated as well. The amended Terms will be effective immediately. In no way, the Company shall be liable for any delay or failure to perform any obligations under these Terms as a result of a cause beyond the Company’s reasonable control. These Terms and purchasing of ITR by the Buyer in no way create any exclusive relationship between the Buyer and the Company nor any partnership, joint venture, employment or agency
12. Company information.
INTRO Technology OÜ
registration date 27.03.2018
56 Punane tn Harju maakond
Tallinn, Lasnamäe linnaosa, 13619, Estonia