Terms and Conditions
Last updated: August 30, 2018
THESE TERMS AND CONDITIONS ARE NOT A SOLICITATION FOR INVESTMENT AND DO NOT REPRESENT IN ANY WAY AN OFFERING OF SECURITIES IN ANY JURISDICTION, BUT DESCRIBE THE CONDITIONS FOR SALE OF TERNION TOKENS.
Token Sale means a fundraising event in a form of crowdfunding contemplated by the Whitepaper by which the Company will receive funds for the development of Ternion Platform. The Token Sale shall be conducted from 01.05.2018 till 31.12.2018.
Account means a Purchaser’s account on the Website, which is created by a Purchaser and used to hold Ternion Tokens. Only authorized Website users have a right to hold Ternion Tokens on the terms provided herein.
Wallet means personal token account tied to the Purchaser's account.
Blockchain means a digitized, decentralized public ledger of cryptocurrency transactions.
Company or Ternion means Ternion OÜ, a company duly registered and acting under the laws of Estonia, with registered code 14473720 and legal address at Roosikrantsi tn 2-K506 Kesklinna linnaosa, Tallinn Harju maakond 10119. The Company holds the following licenses for its business activities: a license # FVR000209 for provision of services of exchanging a virtual currency against a fiat currency issued on 11.06.2018 and a license # FRK000174 for provision a virtual currency wallet service issued on 11.06.2018.
Ternion Token or Token means the ERC20 standard Ethereum token used in the Token Sale, which represents the proof of participation in the Token Sale and may be used to gain access to certain functions of the Platform.
Purchaser means the legal or natural person purchasing the Tokens.
Ternion Platform or Platform means а licensed hybrid digital exchange that shall consist of three interconnected parts: Ternion Exchange, Ternion Liquidity Fund and Ternion Payments, and all of its components, including the mobile app, backend services, smart contracts, and so on, all of which shall be considered as a whole and are marketed by the Company as described in the Whitepaper.
Website means a website run by the Company which domain is at https://www.ternion.io, including all its subdomains and all their respective pages.
Whitepaper means the document describing the Platform and the Token Sale, which is available on the Website. The Whitepaper is not deemed a legally binding document, and the Purchaser shall not rely on any representations or warranties made by the Company outside of these Terms and Conditions, including, but not limited to, conversations of any kind, whether through oral or electronic communication, or the Whitepaper with exception of disclaimers contained in the Whitepaper and other exceptions expressly mentioned in these Terms and Conditions.
BY USING THE WEBSITE AND PURCHASING TERNION TOKENS, THE PURCHASER AGREES TO THESE TERMS AND CONDITIONS AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS. TO THE EXTENT PERMITTED BY LAW, THE PURCHASER AGREES NOT TO HOLD THE COMPANY (INCLUDING ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND SERVICE PROVIDERS) LIABLE FOR ANY LOSSES OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM, OR IN ANY WAY CONNECTED TO THE SALE OF TERNION TOKENS INCLUDING LOSSES ASSOCIATED WITH THE TERMS AND CONDITIONS SET FORTH BELOW.
TERNION TOKENS ARE NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN CUBA, IRAN, NORTH KOREA, SYRIA, THE CRIMEA REGION OR ANY OTHER COUNTRY OR TERRITORY THAT IS SUBJECT OF COUNTRY-WIDE OR TERRITORY-WIDE SANCTIONS.
TERNION TOKENS ARE ALSO NOT BEING OFFERED OR DISTRIBUTED TO ANY RESIDENT OF OR ANY PERSON LOCATED OR DOMICILED IN THE PEOPLE’S REPUBLIC OF CHINA OR ANY JURISDICTION WHERE CROWDFUNDING VIA INITIAL COIN OFFERINGS IS BANNED BY STATUTE OR OTHERWISE.
THE OFFER AND SALE OF TERNION TOKENS HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY U.S. STATES. TERNION TOKENS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. FOR AVOIDANCE OF ANY DOUBT IT IS EXPLICITLY STATED HEREIN THAT IN THE UNITED STATES OF AMERICA TERNION TOKENS ARE BEING OFFERED EXCLUSIVELY TO ACCREDITED INVESTORS UNDER THE U.S. LAWS.
Prior to purchasing Ternion Tokens, the Purchasers shall consider and acknowledge the following risks associated with cryptographic tokens, cryptocurrencies, blockchains and blockchain-based systems along with any risk statements contained in the Whitepaper.
Purchaser understands that there is no warranty whatsoever on Tokens, express or implied, to the extent permitted by law, and that the Tokens are purchased on an “as is” basis. The Purchaser also understands that the Company will not provide any refund of the purchase price for Tokens under any circumstance except if explicitly stated otherwise in these Terms and Conditions. The Purchaser further agrees to accept sole risk for the purchase of Tokens.
In order to reduce the possibility of fraud, phishing attempts and other schemes perpetrated by malicious third parties, the Purchaser agrees not to respond directly to any inquiry regarding their purchase of Tokens. The Purchaser understands that the Company may send him or her emails from time-to-time, but these email notices will never ask for information or require any direct email response from the Purchaser.
The Purchaser understands, that while the Company and its affiliates will make reasonable efforts to further promote the Platform, it could potentially be shut down or left without maintenance and technical support due to lack of public interests in the Platform making it economically unreasonable to support.
1. Ternion Tokens Sale
1.1. Subject to Terms and Conditions set herein, simultaneously with the acceptance of these Terms by the Purchaser (the “Purchase Date”), the Company is hereby issuing and selling to the Purchaser, and the Purchaser is acquiring from the Company Tokens at a purchase price set in Section 8.2 of the Whitepaper. On the Purchase Date, the Purchaser will deliver the Tokens purchase price to the Company and the Company will transfer the Tokens to the Purchaser’s Wallet.
1.2. The Purchaser understands and accepts that purchase and possession of the Ternion Tokens shall not give/grant the right to the Purchaser to exercise any control over the Company or other aspects of the Ternion Platform. Tokens impart no proprietary rights or obligation or contract, express or implied, other than a utility application on the Platform as described in the Whitepaper and herein. The Purchaser shall not receive any voting rights, dividend rights, liquidation rights or preemption rights with the Tokens. No right for profits, revenue or other receivables are provided to the Purchasers along with Ternion Token and Ternion Token has no such rights attached to it.
1.3. The Purchaser understands and accepts that the Tokens do not have any rights, uses, purpose, attributes, functionalities or features, express or implied, outside the Platform. Although Ternion Tokens may be tradable, they are not an investment, currency, security, commodity, a swap on a currency, security or commodity, or any other kind of financial instrument.
1.4. Objective. Funds raised from sale of Ternion Tokens will be used for further development and implementation of the Ternion Platform which is described in more detail in the Whitepaper. The purposes of the funds may be varied by the Company upon its sole discretion and in its good faith.
1.5. Token functionality. All possible applications of the Token, its limitations and risks are stipulated in the Whitepaper and these Terms as of the date of these Terms. No assumptions shall be made based on the information other than specified in this clause. The Tokens are intended to be used as mean of payment for gaining access to certain functionalities of the Platform. The following functionalities to be paid by Tokens are envisioned, but may be altered by the Company if the Platform development requires it:
1.6. Price of the Tokens, discount terms, acceptable means of payments, total amount offered for sale, soft cap, hard cap and sale periods are specified in Section 7 and 8 of the Whitepaper and herein. The Company reserves the right to change these terms upon its sole discretion.
1.7. Number of Ternion Tokens created. Initially only 95,000,000 (ninety-five million) Ternion Tokens will be created and distributed/allocated to Purchasers. The Company declares and guarantees that no Ternion Tokens will be reserved for the Company. Total number of Ternion Tokens sold, as well as the distribution of all Ternion Tokens between the Purchaser’s accounts will be available to general public on the Company’s Website.
1.8. Duration of the Token Sale. The Token Sale will run for 244 (two hundred and forty-four) days, starting from May 1st 2018 till December 31st 2018 (the “Closing Date”). The Company reserves the right to change the sale dates or to extend the Token Sale duration for any reason, including the unavailability of the Website or other unforeseen security or procedural issues.
1.9. The Token Sale will be conducted by the Company via its Website.
1.10. Security. Purchasers shall store the Ternion Tokens purchased during the Token Sale in a Wallet.
1.11. Ternion Tokens Distribution. All Ternion Tokens purchased during the Token Sale will be allocated after the Closing Date of the Token Sale, whereas the purchase price for Ternion Tokens shall be payable by the Purchaser in BTC, ETH, BCH, LTC, EUR or USD at the same time that distribution of Ternion Tokens to the Purchaser occurs.
2. Tokens Buyback
2.1. Ternion Tokens purchased by accredited or qualified investors under applicable securities laws shall be subject to redemption by the Company. The Tokens redemption shall occur once every quarter of a year upon Company’s offer and at a price determined by the Company in such offer. No more than 25% of the Company’s profits shall be used to execute the buyback of the Tokens, therefore, the buyback depends on the availability of the funds for the repurchase the Tokens and the Company hereby does not guarantee that the buyback will occur.
2.2. For avoidance of any doubt, this clause 2 applies exclusively to the Tokens holders that are accredited or qualified investors as defined by the applicable securities law.
2.3. These Terms and Conditions shall apply to the Purchaser which participates in the Token Sale as an accredited or qualified investor unless a Token offer to such Purchaser states otherwise. Accredited investors may participate in the Token Sale only under a separate offer provided to them by the Company and terms of such offer shall have priority over these Terms and Conditions.
3.1. Further, by using the Website and participating in the Token Sale the Purchaser acknowledges and agrees that:
3.2. Further, by using the Website and participating in the Token Sale the Purchaser, which is not participating in the Token Sale as an accredited or qualified investor under the applicable securities law, acknowledges and agrees that the Purchaser is not:
3.3. Further, by using the Website and participating in the Token Sale the Purchaser, which is participating in the Token Sale as an accredited investor under the U.S. federal securities law, acknowledges and agrees that the Purchaser satisfies the requirements set for accredited investors by the U.S. laws, is eligible to participate in a Rule 506(c) of Regulation D offering and may prove it upon the Company’s request at all times. The same Purchaser also acknowledges and agrees with the warranties stated in Clause 3.2 of these Terms, except for the warranties concerning the United States of America.
3.4. By using the Website and participating in the Token Sale the Purchaser, which is participating in the Token Sale as a qualified investor under the securities law other than U.S. federal securities laws, acknowledges and agrees that the Purchaser satisfies the requirements set for qualified investors by securities laws applicable to them.
3.5. The Purchaser warrants to the Company that each of the Purchaser’s warranties set in these Terms are true, accurate, not misleading as at the date hereof and each of the Purchaser’s warranties:
4.1. All purchases and prospective purchases in terms of this Token Sale made by the Purchaser through the Website together with any services provided by the Company to the Purchaser through the Website, are subject to and regulated by these Terms and Conditions.
4.2. Each purchase submitted by the Purchaser using the Website constitutes an offer to purchase Ternion Tokens.
4.3. In the event that the Purchaser does not agree to these Terms and Conditions, he or she should not proceed with placing the order for the purchase of Ternion Tokens.
4.4. In case the Purchaser fails to follow the instructions provided on the Website the Company may limit, delay, or prevent the Purchaser from participating in the Token Sale.
4.5. The Company reserves the right to refuse to process any order placed by any Purchaser or any potential Purchaser on the Website without giving a notice or stating a reason, and particularly where there is suspicious activity or potentially fraudulent, illicit, illegal or related activities suspected.
5. Use of the Website
5.1. The Purchaser agrees that in using the Website the Purchaser shall not:
5.2. The Company reserves the right to suspend, restrict or terminate the Purchaser’s access to this Website at any time without notice at the Company’s discretion if the Company has reasonable grounds to believe the Purchaser has breached any of the restrictions above.
5.3. The Company may at its sole discretion restrict access to some parts of this website, or the entire website, to limited groups of Purchasers.
6. Amendments to these Terms and Conditions
6.1. The Company reserves the right to update these Terms and Conditions at any time with immediate effect by publishing the updated Terms and Conditions on the Website. All such changes will take effect once they have been posted on the Website and the Purchaser will be deemed to have accepted any such changes by the Purchaser’s use of the Website from such time, or, where possible, giving notice to the Purchaser by email to the Purchaser’s last known email address, such notice to be effective immediately.
7. Risk, Losses or Damages
7.1. The Purchaser hereby agrees that subject to applicable laws and regulations, the Company will not be liable for:
7.2. Purchasers shall take proper measures to protect their blockchain wallets passwords and user account details, without which Purchasers will not be able to access their blockchain wallet and use Ternion Tokens which they have purchased during the Token Sale. By accepting these Terms and Conditions, the Purchaser expressly acknowledges that he/she understands, accepts and agrees that the Company or any of its affiliates or service providers will not be required or able to grant the Purchaser any type of password reset or back entry access to the Purchaser’s user account/blockchain wallet. The Purchaser further accepts and agrees that without the required passwords and user account details Purchaser’s Ternion Tokens will be inaccessible and be considered as unusable.
7.3. The Company will not be liable to refund the Purchaser due to this failure from his/her side.
8. Force Majeure
8.1. Neither the Purchaser nor the Company (including its affiliates, directors, employees, agents, contractors and service providers) shall be held liable towards the other party for any failure to perform any obligation, if such failure is caused by circumstances beyond the reasonable control of the party failing to fulfil its obligations. This includes lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, acts or omissions of persons for whom we are not responsible, acts of government or other competent authorities (including telecommunications and internet service providers).
8.2. The Purchaser indemnifies and holds the Company (including its affiliates, directors, employees, agents, contractors and service providers) harmless against all and any losses, liability, actions, suits, proceedings, costs, demands and damages of all and every kind, (including direct, indirect, special or consequential damages), and whether in an action based on contract, negligence or any other action, arising out of or in connection with the failure or delay in the performance of the Ternion Platform, whether due to the Company’s (including its affiliates, directors, agents, contractors and service providers) negligence or not.
9. Non-Refundable Purchases
9.1. All purchases of Ternion Tokens are final and therefore non-refundable.
9.2. By purchasing Ternion tokens, the Purchaser acknowledges that the Company (including its affiliates, directors, employees, agents, contractors and service providers) is not required to provide a refund for any reason, and that the Purchaser is not entitled to receive money or any other form of compensation for any Ternion Tokens that are not used or not suitable for their intended purpose.
9.3. In case the Token Sale does not reach its minimal goal (the soft cap) of 5,000,000 U.S. Dollars by the applicable dates, the Company may choose to refund the Purchaser the purchase price of the Tokens less charges incurred as the transactions fee. Such refund shall be made to the same wallets the Purchasers made the payments for the Tokens from.
10. Notification of Special Purpose
10.1. Unless otherwise provided in the applicable laws and regulations, should the Purchaser proceed to purchase any Ternion Tokens that fail to be suitable for the special or particular purpose as intended by the Purchaser and which do not relate to the Terms and Conditions of the Ternion Platform, the Company shall not be liable towards the Purchaser.
11. Ownership and Risk
11.1. Risk in and ownership of the Ternion Tokens shall be transferred to the Purchaser by accepting these Terms and Condition.
12. Transmission and Accuracy of Information
12.1. The Company shall be responsible neither for proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself nor for any delay in its delivery or receipt.
12.2. The Company has implemented security measures to ensure the safety and integrity of any of the services related to the Token Sale. However, despite this, information that is transmitted over the internet or Blockchain may be susceptible to unlawful access and monitoring.
12.3. The Company does not guarantee any kind of the content of this Token Sale. Furthermore, the Company does not provide a warranty (express or implied) or make any representation that the Company (including its affiliates, directors, employees, agents, contractors and service providers) will operate error free or without interruption or that any errors will be corrected or that the content is complete, accurate, up to date, or fit for a particular purpose.
13. Sending and Receiving Electronic Messages
13.1. The Purchaser hereby acknowledges that the Company will primarily use email and electronic notices as the Company’s main communication tool for all communications relating to any services, or these Terms and Conditions.
13.2. All electronic messages will be deemed to have been sent from, and received at the Purchaser’s specified email address or mobile phone / device and the Company’s address as specified on the Ternion Website.
13.3. An electronic message is deemed to have been sent:
An electronic message is deemed to be received:
An electronic message shall be attributed:
14. Governing Law and Legal Disputes
14.1. Any matters arising from these Terms and Conditions, shall be governed by and interpreted in accordance with the substantive laws of Republic of Estonia.
14.2. If a dispute arises between the Purchase and the Company, the Purchaser is strongly encouraged to first contact the Company directly to seek a resolution.
14.3. The Estonian courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions, or use of the Website.
15. Intellectual Property
15.1. The Company shall retain all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. The Purchaser shall not use any of Company’s intellectual property for any reason without Company’s prior written consent.
16.1. The failure of the Company to require or enforce strict performance by the Purchaser of any provision of these Terms and Conditions or the Company’s failure to exercise any right under these Terms and Conditions shall not be construed as a waiver or relinquishment of the Company's right to assert or rely upon any such provision or right. The express waiver by the Company of any provision, condition, or requirement of these Terms and Conditions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms and Conditions, no representations, statements, consents, waivers, or other acts or omissions by the Company shall be neither considered as an amendment of these Terms and Conditions nor be legally binding.
17.1. For all purposes of these Terms and Conditions, any notice required to be in writing shall include email.
18. Whole Agreement
18.1. These Terms and Conditions, as may be amended from time to time, constitute the whole agreement between the Purchaser and the Company with respect to the purchase and sale of the Ternion Tokens and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
18.2. These Terms and Conditions create a legally binding agreement between the Purchaser and the Company only. Accordingly, unless expressly stated to be the case, these Terms and Conditions do not create rights in favor of any third party.
19. Limitation of Liability and Indemnity
19.1. Subject to any applicable laws and regulations, the Purchaser agrees that the Company shall not be liable for any costs, claims, damages (including, without limitation, indirect, extrinsic, special, penal, punitive, exemplary or consequential losses (such as loss of profits, business, goodwill, revenue or anticipated savings) or damage of any kind), penalties, actions, judgments, suits, expenses, disbursements, fines or other amounts that you or any third party might suffer that relate to or arise from these Terms and Conditions or purchase and use of Ternion Tokens, or termination of these Terms and Conditions, for any reason, whether or not anyone anticipated or should have anticipated that the damages would occur.
19.2. Subject to any applicable laws and regulations, the Purchaser shall not have any claim of any nature whatsoever against the Company for any failure by the Company to meet any of the Company’s obligations under these Terms and Conditions as a result of causes beyond the Company’s control, including but not limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of ours, riot, political or civil disturbances, the elements, by an act of state or government including regulatory action imposed, any delay in securing any permit, consent or approval required by us, for the supply of products under these Terms or any other authority or any other cause whatsoever beyond our absolute and direct control.
19.3. Subject to any applicable laws and regulations, the Purchaser agrees to indemnify and hold the Company harmless in respect of any claim that a third party might bring against the Company that relates to or arises from these Terms and Conditions or purchase of Ternion Tokens.
19.4. The Purchaser further acknowledges and understands that the Company (including its affiliates, directors, employees, agents, contractors and service providers) shall not make any representations concerning the tax implications of the sale of Ternion Tokens or the possession or use of Ternion Tokens. The Purchaser bears the sole responsibility to determine if the purchase of Ternion Tokens, or the potential appreciation or depreciation in the value of Ternion Tokens over time, has tax implications for Purchaser in his/her home jurisdiction. By purchasing Ternion Tokens, and to the extent permitted by laws and regulations, the Purchaser agrees not to hold the Company (including its affiliates, directors, employees, agents, contractors and service providers) liable for any tax liability associated with or arising from the purchase of Ternion Tokens.
19.5. Notwithstanding anything to the contrary in these Terms and Conditions, the parties hereby acknowledge and agree that in the event the refund amount becomes payable and is paid by the Company pursuant to Clause 9.3, the amount of such refund shall be the Purchaser’s sole and exclusive remedy for monetary damages under these Terms and Conditions.
20.1. The Purchase and the Company agree that if any provision of the Terms and Conditions is found to be invalid, illegal or unenforceable, such provision shall be severed and the remainder of the provisions of the Terms and Conditions shall continue in full force and effect as if the provision in question had been deleted.
21.1. The Company reserves the right to conduct “Know your customer” and “Antimoney laundering” checks on Purchasers if it becomes required by the applicable laws.
22. Forward-Looking Statements
22.1. These Terms and Conditions, the Website and the Whitepaper may include forwardlooking statements. Often, but not always, forwardlooking statements can be identified by the use of words such as “believes,” “expects,” “does not expect,” “is expected,” “targets,” “outlook,” “plans,”, “eta”, “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved. Forwardlooking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company and its affiliates to be materially different from any future results, performance or achievements expressed or implied by the forwardlooking statements. Although the Company believes it has a reasonable basis for making these forwardlooking statements, the Purchaser must not place undue reliance on such forwardlooking information. By its nature, forwardlooking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts and other forwardlooking statements will not occur.
23.1. If you have any questions about these Terms and Conditions, please contact us by e-mail firstname.lastname@example.org