Terms & Conditions
Warning
The crypto-assets or tokens outlined in this document may experience a complete or partial loss of value. They might not always be available for trading on organized markets, lack liquidity, or may not be redeemable for the goods or services described herein. This is particularly applicable in instances of project failure or interruption during the issuance process.
Terms & Conditions
General Overview
The undersigned acknowledges that, having perused and comprehended all the sections outlined in this Lite Paper, there is an intention to subscribe to a specific quantity of tokens as per the established terms. It's imperative to note that the terms presented in this Lite Paper do not form, and should not be employed as, an offer or invitation to subscribe, purchase, or otherwise acquire the $GENES token by any individual in any jurisdiction:
Where such an offer or invitation is unauthorized.
Where the entity making the offer lacks the qualifications to do so.
To any person for whom it is unlawful to make such an offer or invitation.
Subscribers are advised not to construe the content of these terms as legal, business, or tax advice. Each subscriber/buyer should seek guidance from their legal, business, and tax advisors concerning the legal, business, tax, and related aspects of this agreement. The content on the Triolith Games AB web pages, or any pages linked directly or indirectly to the Triolith Games AB website, is not part of these terms. Hence, no purchaser should rely on the information or data in such web pages as a basis for the decision to subscribe to the tokens.
Subscriber Rights and Responsibilities
To subscribe to $GENES tokens, the user must undergo verification by the Issuer or, in the absence of that, any platform authorized by the Issuer for token issuance. This involves completing the KYC and AML (Know Your Client / Prevention of Money Laundering) process.
It is important to note that our initial token sale will take place on Juicebox, a platform that currently employs a different verification process. Juicebox's verification includes "OFAC Sanctions screening" and the verification of user wallet addresses against OFAC’s Specially Designated Nationals (SDN) list.
Given that the token sold on Juicebox is a temporary token, intended to be later exchanged for the actual $GENES token, the KYC and AML procedures specific to $GENES tokens will be conducted on our platform once the real token implementation is finalized. This approach allows for a streamlined and comprehensive verification process, ensuring compliance with necessary regulations while facilitating a smooth transition from the temporary to the actual token.
The subscriber attests to having full legal capacity, power, and authority to execute, deliver, and fulfill their obligations under these terms.
Payment for the tokens is the subscriber's responsibility, and they can utilize any of the payment forms offered by the Issuer.
All token subscribers are required to adhere to the rules of conduct and browsing of the Issuer's website, along with the terms and conditions of the platform.
Acting in good faith is a fundamental obligation for every token subscriber.
This subscription is made by the subscriber in a personal capacity, driven by personal initiative and on their own account. It does not stem from any advisory activity of the Issuer or its staff, and the subscriber does not act as a representative, agent, or with the intention of distributing or reselling the tokens.
The subscriber declares possessing knowledge and experience in financial and business matters sufficient to evaluate the risks and benefits of accepting these terms and assuming their rights and obligations under them. They acknowledge the capability to incur a total loss of the investment without detriment to their financial situation and can bear the economic risk for an indefinite period.
While subscribing with the expectation of benefiting from the functionalities on the Issuer's platform, derived from the efforts of the Issuer and its employees, the subscriber acknowledges and accepts the uncertainty and risks associated with the development of the Issuer's platform, which may or may not be detailed in this document and may or may not be under the control of the Issuer.
Rights and Duties of the GENES Token Issuer
Triolith Games AB (hereinafter referred to as the "Issuer") assumes responsibility for the content of this document and affirms that, to the best of its knowledge and understanding, the information in this Document is accurate and true.
The Issuer asserts that, in preparing this document, all reasonable precautions have been taken to ensure the correctness of the information, and no facts that may affect the statements made in the document have been omitted.
In consideration of the European Commission's Proposal for a REGULATION OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL on Markets in Crypto-assets, the Issuer, despite the regulation not being in force as of this document's last update, follows the criteria and recommendations of said Draft Regulation for the drafting of this White Paper, as there is no other regulation in this regard.
The Issuer declares its status as a duly incorporated company, validly existing and in good standing under the laws of Sweden, with the power and authority to own, hold, and operate its assets and rights.
The execution, delivery, and fulfillment of this document by the Issuer align with its objectives and powers, having received authorization from all necessary bodies, shareholders, and stakeholders.
The White Paper and these terms constitute a legal, valid, and binding obligation of the Issuer, enforceable in accordance with its terms, except for limitations imposed by bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditors' rights and general principles of equity.
Internal corporate approvals have been secured by the Issuer in connection with the execution of this document.
Tax
Each party is accountable for all direct and indirect taxes levied by the authorities on that party.
Liability
Each party is responsible for any breach of its obligations under these terms.
Invalidity of any Provision
If any clause or provision of these terms is deemed invalid for any reason, the remaining clauses or provisions will remain in full force.
Prevention of Money Laundering
The issuance of virtual assets is subject to regulations aimed at preventing money laundering and the financing of terrorism. Operations or transactions involving cryptocurrencies fall under the category of obligated parties. The Issuer, being a Swedish company, informs the subscriber that these regulations necessitate, among other obligations, user identification, gathering information on their professional or business activity, and reporting any facts or operations related to money laundering as required, in accordance with Swedish law.
Data Protection
Processing of personal data for managing these terms will adhere to relevant Data Protection regulations. The Privacy Policy of the Issuer's website, accepted before these terms, is available at the provided link.
Subscriber Support Service
The subscriber can contact a representative directly at magnus.soderberg@triolith.com.
Applicable Law and Jurisdiction
These terms are subject to Swedish law and interpreted accordingly. For any actions or claims arising from these terms, subscribers submit to the jurisdiction of the Courts and Tribunals determined by the legal system, renouncing any other jurisdiction that may apply.
Risks
Risks Associated with Token Acquisition and Trading
Token Risks: Owning a token involves inherent risks, beyond those explicitly mentioned here. These risks may lead to the complete loss or depreciation of token value. The token holder must acknowledge and fully comprehend all associated risks.
Compensation Policy: In the event of token value loss or any unforeseen circumstances, the token issuer is not obligated, under any circumstances, to compensate the token holder in any form.
Offering and Trading Risks:
Liquidity Risk:
The token might not be listed on any secondary market.
Over-The-Counter (OTC) markets may lack liquidity.
Fluctuations in the token's value are not the responsibility of the company.
Third-party platforms listing the token may face liquidity, regulatory, or compliance risks.
Risks Associated with Project Execution and the Issuer:
Forward-Looking Information Risk:
Predictions and projections are based on management assumptions, and actual results may differ.
Unanticipated Risks:
Cryptographic tokens are a new technology with unforeseeable risks in acquisition, storage, transmission, and use.
Regulatory Risk:
Changes in regulations may impact smart contracts and result in modifications or loss of tokens.
Risk of Project Failure:
The project's development may halt due to market disinterest, lack of funding, or competition, with no guarantees of benefits to token holders.
Competitive Risk:
Competition from other companies may negatively impact the services provided.
Risks Associated with Tokens and Technology:
High-Risk Product:
Token value fluctuations pose risks to capital recovery.
Changes in taxation may occur, and participation should consider issuer-provided information.
Software Risk:
Malfunctions, crashes, or abandonment of Blockchains can affect token operation.
Technological advances, including quantum computing, may introduce risks.
Smart contracts and their software are at an early stage, with inherent risks of defects and vulnerabilities.
Risk of Custody / Loss of Private Keys:
Loss or theft of private keys may result in permanent loss of access to tokens.
Errors related to digital wallets or token storage systems may lead to the loss of tokens.
Risk of Theft:
Smart contracts and their platforms are susceptible to cyber-attacks, potentially leading to theft or loss of invested capital.
Risk of Incompatible Wallet Services:
Digital wallets must comply with the supported token standards for technical compatibility with tokens.
Investors should carefully consider these risks before engaging in token acquisition and trading.
Disclaimers
Notice to Residents of the EU/EEA:
This White Paper describes a token that should not be considered a guarantee or a financial instrument under the Markets in Financial Instruments Directive (MiFID II) of the European Parliament (2014/65/EU), or any other securities laws of member states. It does not confer any voting rights, managerial authority, or entitlement to share in the profits of any entity. The token does not signify ownership of any physical asset and is non-refundable.
Notice to Residents of the United States:
The token offer and sale have not undergone registration under the U.S. Securities Act of 1933, as amended, or the securities laws of specific states. The token cannot be offered, sold, transferred, pledged, or mortgaged, except as permitted by the Act and relevant state securities laws, either through an effective registration statement or an applicable waiver.
Notice to Residents of Australia:
No SAFTs, placement document, prospectus, product disclosure statement, or other disclosure document has been lodged with the Australian Securities and Investments Commission regarding this offering. The SAFT and associated documents do not constitute a prospectus, product disclosure statement, or any other disclosure documents under the Corporations Act 2001. In Australia, the token may only be offered to "sophisticated investors" or "professional investors" or in compliance with one or more exemptions outlined in the Corporations Act, ensuring lawful token offerings in accordance with applicable laws.
Notice to Residents of the People's Republic of China:
The rights to the token are not being presented or traded and may not be presented or traded, directly or indirectly, within the People's Republic of China, unless expressly permitted by the laws and regulations of the People's Republic Of China.
Notice to Residents of Japan:
The token has not undergone registration and will not be registered under Japan's securities or financial laws. Potential token purchasers agree not to re-transfer or re-assign the token to anyone other than non-residents of Japan, except in accordance with a private placement exemption from the registration requirements and compliance with the relevant laws and regulations of Japan.
Notice to Residents of the Russian Federation:
The SAFT and related documents do not constitute an offer or an invitation to offer, sell, purchase, exchange, or otherwise transfer securities or foreign financial instruments to or for the benefit of any person or entity resident, incorporated, established, or having their usual residence in the Russian Federation. The SAFT and documents associated with the token offer do not qualify as advertisements in connection with any securities' placement or public circulation as determined by Russian laws. The token is not intended for placement or public circulation in the Russian Federation. Neither the SAFT nor any other document related hereto has been or will be registered with the Central Bank of the Russian Federation.
Notice to Residents of Switzerland:
The token is not intended for public offering in Switzerland and will not be listed on Swiss exchanges or any other stock exchange or regulated trading facility in Switzerland. SAFT and related documents have been crafted without adherence to the disclosure standards for issuance prospectuses under the Swiss Code of Obligations or the disclosure standards for listing prospectuses. Public distribution or availability of SAFT and related marketing materials in Switzerland is not permissible. These documents have not been filed with or approved by any Swiss regulatory authority, notably including the Swiss Financial Market Supervisory Authority. The token offer is not authorized under the Swiss Federal Act on Collective Investment Schemes.
Notice to Residents of the United Kingdom:
In the United Kingdom, the distribution of SAFT is exclusively for and directed at (and any associated purchase activity will only involve) investment professionals (as defined in article 19(5) of the Financial Promotion Order (the "FPO")); persons or entities described in article 49 of the FPO; certified sophisticated investors (as defined in article 50(1) of the FPO); and other persons to whom it may lawfully be communicated (collectively referred to as "relevant persons"). Individuals who are not relevant persons should refrain from taking any action concerning the SAFT or based on any documents used in connection therewith. Acquiring the token is conditioned on the person warranting to be a relevant person. SAFT and associated documents have not received approval from any regulatory authority in the United Kingdom.
Notice to Residents of All Jurisdictions:
No steps have been taken to enable the offer, sale, possession, or distribution of the token or any related documents in any jurisdiction where such steps are mandatory. It is your responsibility to understand and comply with any restrictions related to the token offering, SAFT, and associated documents in your jurisdiction. Subscribing to the token does not guarantee financial returns, and it is not advisable for speculative purposes. Participation in the token issuance should not be based on expectations of profits, dividends, capital gains, financial performance, or any other form of return, payment, or income. Purchasing the token involves substantial risks that could lead to losses. The achievement of objectives or the continuous value maintenance of tokens within the ecosystem is not guaranteed. Any resale of the token must comply with exemptions from securities requirements and adhere to applicable laws.
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