Terms and Condition
This Token Sale Terms & Conditions was last updated on 10 January 2022. These Terms govern your access to and use of TerenX (Terenzia). See also the Privacy Policy and Disclaimer. The following Terms and Conditions (“Terms“) govern your (“you” or the “Purchaser”)
purchase of cryptographic tokens (“TRNX”) from Terenzia, an exempted
company registered in Cyprus (the “Company”). Each of you and the
Company is a “Party” and, together, the “Parties” to these Terms. This
document is not a solicitation for investment and does not pertain in
any way to an offering of securities in any jurisdiction. This document
describes the TRNX token sale. IF YOU DO NOT AGREE TO THESE TERMS, DO
NOT PURCHASE TRNX FROM THE COMPANY. BY PURCHASING TRNX FROM THE COMPANY,
YOU WILL BE BOUND BY THESE TERMS AND ANY TERMS INCORPORATED BY
REFERENCE. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS, PLEASE
CONTACT THE COMPANY AT info@terenx.com.
By purchasing TRNX, and to the extent permitted by law, you are
agreeing not to hold any of the the Company and its respective past,
present and future employees, officers, directors, contractors,
consultants, equity holders, suppliers, vendors, service providers,
parent companies, subsidiaries, affiliates, agents, representatives,
predecessors, successors and assigns (the “Terenzia Team”) liable for
any losses or any special, incidental, or consequential damages arising
from, or in any way connected, to the sale of TRNX, including losses
associated with the terms set forth below. DO NOT PURCHASE TRNX IF YOU ARE NOT AN
EXPERT IN DEALING WITH CRYPTOGRAPHIC TOKENS AND BLOCKCHAIN-BASED
SOFTWARE SYSTEMS. PRIOR TO PURCHASING TRNX, YOU SHOULD CAREFULLY
CONSIDER THE TERMS LISTED BELOW AND, TO THE EXTENT NECESSARY, CONSULT AN
APPROPRIATE LAWYER, ACCOUNTANT, OR TAX PROFESSIONAL. IF ANY OF THE
FOLLOWING TERMS ARE UNACCEPTABLE TO YOU, YOU SHOULD NOT PURCHASE TRNX. PURCHASES OF TRNX SHOULD BE UNDERTAKEN
ONLY BY INDIVIDUALS, ENTITIES, OR COMPANIES THAT HAVE SIGNIFICANT
EXPERIENCE WITH, AND UNDERSTANDING OF, THE USAGE AND INTRICACIES OF
CRYPTOGRAPHIC TOKENS, AND BLOCKCHAIN BASED SOFTWARE SYSTEMS. PURCHASERS
SHOULD HAVE A FUNCTIONAL UNDERSTANDING OF STORAGE AND TRANSMISSION
MECHANISMS ASSOCIATED WITH OTHER CRYPTOGRAPHIC TOKENS. WHILE THE COMPANY
WILL BE AVAILABLE TO ASSIST PURCHASERS OF TRNX DURING THE SALE, THE
COMPANY WILL NOT BE RESPONSIBLE IN ANY WAY FOR LOSS OF TRNX RESULTING
FROM ACTIONS TAKEN BY, OR OMITTED BY PURCHASERS. IF YOU DO NOT HAVE SUCH
EXPERIENCE OR EXPERTISE, THEN YOU SHOULD NOT PURCHASE TRNX OR
PARTICIPATE IN THE SALE OF TRNX. YOUR PARTICIPATION IN TRNX SALE IS
DEEMED TO BE YOUR UNDERTAKING THAT YOU SATISFY THE REQUIREMENTS
MENTIONED IN THIS PARAGRAPH. PURCHASER AGREES TO BUY, AND COMPANY AGREES TO SELL, THE TRNX TOKENS IN ACCORDANCE WITH THE FOLLOWING TERMS: YOU MAY NOT MAKE A ACQUIRE A TRNX TOKEN
IF YOU ARE A CITIZEN, RESIDENT (TAX OR OTHERWISE) OR GREEN CARD HOLDER
OF ANY COUNTRY/JURISDICTION THAT IS ON HIGH RISK WATCH LIST AS SUPPLIED
BY DOCFOX. When you purchase, or otherwise receive,
a TRNX token, you may only do so by accepting the following conditions
and, by doing so, you warrant and represent that the following are a
true and accurate reflection of the basis on which you are acquiring the
TRNX tokens: TRNX is required for proper operation
and comprehensive utilization of TerenX (as defined in the white paper
(the “White Paper”) provided at www.terenx.com
(the “Website”) as of the date the Purchaser acquires TRNX token).
After the TRNX sale, each TRNX is backed by the purchase of the
underlying assets, as described in the White Paper. To the extent they
do not contradict these Terms, the rights connected to TRNX are subject
to the limitations set out in the White Paper, but this should in no
case create obligations for the Company in addition to the ones
contained in these Terms. The Company reserves the right to circumvent
the algorithm used to select the underlying assets if it believes, in
its sole discretion, that such selected underlying assets could
adversely affect the Company or TRNX from a regulatory or legal
perspective. The Company shall have the right to sell any such
underlying assets (if already part of TRNX portfolio) and block their
acquisition. The maximum total amount of TRNX to be
issued is 1,000,000,000 (roughly equivalent to USDC$10,000,000). TRNX
are generated as Purchasers buy them and the total supply of TRNX will
be fixed after the end of the TRNX sale. No more TRNX will be issued
after the end of the TRNX sale, as described in the preceding paragraph.
Ownership of TRNX during the TRNX token sale carries no rights express
or implied. Purchases of TRNX are non-refundable. The anticipated distribution of the TRNX tokens is as follows: Purchasers in the TRNX token sale will
be allocated their TRNX tokens in exchange for any token on the Stellar
Network at the following rate: The US Dollars to XLM exchange rate is
used to dynamically set the XLM to TRNX rate. As a result, for the
duration of the TRNX sale, the price to purchase a TRNX will be set as
an amount in XLM/USDC Pair. Purchaser would be required to register
an account on LOBSTR when the exchange lsiting is completed and will
receive their tokens distributed to their XLM wallet on LOBSTR. The TRNX sale begins on 10 January 2022
and ends on 10 April 2022. The Company reserves the right to change the
sale dates or extend the sale duration for any reason, including the
unavailability of the Website or other unforeseen security or procedural
issues. The general public will be able to see
the total number of TRNX tokens currently sold, as well as the
distribution of all TRNX tokens between the participating accounts. In
the spirit of openness, the Company will constantly update on the
Website the number of tokens sold as well as the share of TRNX tokens
allocated to the shareholders of Company. Furthermore, the accounts used
to store XLM during the TRNX sale duration will be publically available
and their balances will also be made available on the Website. The Purchasers should have no expectation of influence over governance of the Company. Upon the conclusion of a successful TRNX sale, the digital assets backing each TRNX token will be transparently purchased. The Company will provide you with an
official and regular audit conducted on the existence of the digital
assets backing each TRNX token. Through this audit, you can track and
confirm that the digital assets backing your TRNX have been received and
acquired. Access to the audit results does not constitute a TRNX
purchase receipt or indicate in any way that the party possessing such
access has rights to or ownership of the purchased TRNX tokens. Prior to a Purchaser selling TRNX after
the TRNX token sale completion, such Purchaser shall ensure that the
buyer of any such TRNX undertakes to comply with all the provisions of
these Terms as if such person were a Purchaser in the TRNX token sale. As part of the IDO (Initial Dex Offering), Terenzia will stake its allocation in TRNX. ALL PURCHASES OF TRNX ARE FINAL.
PURCHASES OF TRNX ARE NON-REFUNDABLE. BY PURCHASING TRNX, THE PURCHASER
ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF ITS AFFILIATES,
DIRECTORS OR SHAREHOLDERS ARE REQUIRED TO PROVIDE A REFUND FOR ANY
REASON. IF THE COMPANY BELIEVES, IN ITS SOLE
DISCRETION, THAT ANY INDIVIDUALS OR ENTITIES OWNING TRNX CREATES
MATERIAL REGULATORY OR OTHER LEGAL RISKS OR ADVERSE EFFECTS FOR THE
COMPANY AND/OR TRNX, THE COMPANY RESERVES THE RIGHT TO: (A) BUY ALL TRNX
FROM SUCH TRNX OWNERS AT THE THEN-EXISTING MARKET PRICE AND/OR (B) SELL
ALL CRYPTOCURRENCY ASSETS OF THE COMPANY. The Purchaser bears the sole
responsibility to determine if the purchase of TRNX with XLM and USDC or
the potential appreciation or depreciation in the value of TRNX over
time has tax implications for the Purchaser in the Purchaser’s home
jurisdiction. By purchasing TRNX, and to the extent permitted by law,
the Purchaser agrees not to hold any of the Company, its affiliates,
shareholders, director, or advisors liable for any tax liability
associated with or arising from the purchase of TRNX. The Purchasers may be contacted by email
by the Company. Such emails will be informational only. The Company
will not request any information from Purchasers in an email. See our Privacy Policy available on the Website for additional information The Terenzia Team is not liable for failure to perform solely caused by: or any similar unforeseen event that
renders performance commercially implausible. If an event of force
majeure occurs, the party injured by the other’s inability to perform
may elect to suspend the Terms, in whole or part, for the duration of
the force majeure circumstances. The party experiencing the force
majeure circumstances shall cooperate with and assist the injured party
in all reasonable ways to minimize the impact of force majeure on the
injured party. THE PURCHASER EXPRESSLY AGREES THAT THE
PURCHASER IS PURCHASING TRNX AT THE PURCHASER’S SOLE RISK AND THAT TRNX
IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE
OR IMPLIED WARRANTIES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH
ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM
FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE
FOREGOING, NONE OF THE TERENZIA TEAM WARRANTS THAT THE PROCESS FOR
PURCHASING TRNX WILL BE UNINTERRUPTED OR ERROR-FREE. THE PURCHASER ACKNOWLEDGES AND AGREES
THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE
DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES
OR INJURY WHATSOEVER CAUSED BY OR RELATED TO (i) USE OF, OR INABILITY TO
USE, TRNX OR (ii) THE TERENZIA TEAM UNDER ANY CAUSE OR ACTION
WHATSOEVER OF ANY KIND IN ANY JURISDICTION, INCLUDING, WITHOUT
LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT
(INCLUDING NEGLIGENCE) AND THAT NONE OF THE TERENZIA TEAM SHALL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY
WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, OR PURCHASE
OF, OR INABILITY TO PURCHASE, TRNX, OR ARISING OUT OF ANY INTERACTION
WITH THE SMART CONTRACT IMPLEMENTED IN RELATION TO TRNX. THE PURCHASER
FURTHER SPECIFICALLY ACKNOWLEDGES THAT THE TERENZIA TEAM IS NOT LIABLE
FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER PURCHASERS OF TRNX,
AND THAT THE RISK OF PURCHASING AND USING TRNX RESTS ENTIRELY WITH THE
PURCHASER. TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, UNDER NO
CIRCUMSTANCES WILL ANY OF THE TERENZIA TEAM BE LIABLE TO ANY PURCHASER
FOR MORE THAN THE AMOUNT THE PURCHASER HAVE PAID TO THE COMPANY FOR THE
PURCHASE OF TRNX. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR
CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN
THIS SECTION AND ELSEWHERE IN THE TERMS MAY NOT APPLY TO A PURCHASER. IN
PARTICULAR, NOTHING IN THESE TERMS SHALL AFFECT THE STATUTORY RIGHTS OF
ANY PURCHASER OR EXCLUDE INJURY ARISING FROM ANY WILFUL MISCONDUCT OR
FRAUD OF THE TERENZIA TEAM. These Terms set forth the entire
understanding between the Purchaser and the Company with respect to the
purchase and sale of TRNX. For facts relating to the sale and purchase,
the Purchaser agrees to rely only on the Terms in determining purchase
decisions and understands that the Terms govern the sale of TRNX and
supersede any public statements about the TRNX token sale made by third
parties or by the Terenzia Team or individuals associated with any of
the Terenzia Team, past and present and during the TRNX token sale. The Purchaser and the Company agree that
if any portion of these Terms is found illegal or unenforceable, in
whole or in part, such provision shall, as to such jurisdiction, be
ineffective solely to the extent of such determination of invalidity or
unenforceability without affecting the validity or enforceability
thereof in any other manner or jurisdiction and without affecting the
remaining provisions of the Terms, which shall continue to be in full
force and effect. The failure of the Company to require or
enforce strict performance by the Purchaser of any provision of these
Terms or the Company’s failure to exercise any right under these Terms
shall not be construed as a waiver or relinquishment of the Company’s
right to assert or rely upon any such provision or right in that or any
other instance. The express waiver by the Company of any provision,
condition, or requirement of these Terms 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, no representations, statements, consents, waivers, or other acts
or omissions by the Terenzia Team shall be deemed a modification of
these Terms nor be legally binding. The Company reserves the right, at its
sole discretion, to change, modify, add, or remove portions of the Terms
at any time during the sale by posting the amended Terms on the
Website. Any Purchaser will be deemed to have accepted such changes by
purchasing TRNX. The Terms may not be otherwise amended except by
express consent of both the Purchaser and the Company. The Company will cooperate with all law
enforcement enquiries, subpoenas, or requests provided they are fully
supported and documented by the law in the relevant jurisdictions. To the fullest extent permitted by
applicable law, you will indemnify, defend and hold harmless the
Terenzia Team from and against all claims, demands, actions, damages,
losses, costs and expenses (including attorneys’ fees) that arise from
or relate to: (i) your purchase or use of TRNX; (ii) your
responsibilities or obligations under these Terms; (iii) your violation
of these Terms; or (iv) your violation of any rights of any other person
or entity. The Company reserves the right to
exercise sole control over the defense, at your expense, of any claim
subject to indemnification under this Section 18. This indemnity is in
addition to, and not in lieu of, any other indemnities set forth in a
written agreement between you and the Company. You are responsible for implementing
reasonable measures for securing the wallet, vault or other storage
mechanism you use to receive and hold TRNX purchased from the Company,
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 Tokens. The
Company is not responsible for any losses, costs or expenses relating to
lost access credentials. Currently, only English versions of any
Terenzia communications is considered official. The English version
shall prevail in case of differences in translation. The Terms, the arbitration clause
contained in them, and all non-contractual obligations arising in any
way whatsoever out of or in connection with these Terms are governed by,
construed, and take effect in accordance with English law Any dispute or difference arising out of
or in connection with these Terms or the legal relationships
established by these Terms, including any question regarding its
existence, validity or termination (“Dispute”), shall be referred to and
finally resolved by arbitration under the LCIA Rules which will be
deemed to be incorporated by reference into this clause, save for any
waiver of any rights the parties would otherwise have to any form of
appeal or recourse to a court of law or other judicial authority, which
rights are expressly reserved. The number of arbitrators shall be three.
The seat of the arbitration shall be London. The language of the
arbitration shall be English. A dispute arising out of or related to
these Terms is personal to you and the Company and will be resolved
solely through individual arbitration and will not be brought as a class
arbitration, class action or any other type of representative
proceeding. There will be no class arbitration or arbitration in which
an individual attempts to resolve a Dispute as a representative of
another individual or group of individuals. Further, a Dispute cannot be
brought as a class or other type of representative action, whether
within or outside of arbitration, or on behalf of any other individual
or group of individuals.1. Conditions to TRNX Token Sale
2. Overview of TRNX Sale
3. TRNX Price
4. Timing of TRNX Token Sale
5. After the TRNX Token Sale
6. The Company Will Stake its share of TRNX During the TRNX Sale and Afterwards
7. All purchases of TRNX are final
Taxation of TRNX and Taxation Related to the Token Sale
9. Privacy
10. Force Majeure
11. Disclaimer of Warranties
12. Limitations Waiver of Liability
13. Complete Agreement
14. Severability
15. No Waiver
16. Updates to the Terms
17. Cooperation with Legal Authorities
18. Indemnification
19. Security
20. Language
21. Governing Law
22. Arbitration