Please read carefully these Terms of Token Sale ("TTS") before purchasing TFS tokens, as they affect your obligations and legal rights, including, but not limited to, waivers of rights and limitation of liability. If you do not agree with these TTS, you shall not purchase TFS tokens. By purchasing TFS tokens during Token Sale Period from TruePlay Integration Ltd., a company incorporated and existing under the laws of Belize with company registration number 176131, with its registered office at 9 Barrack Road, Belize City, Belize (the "Seller"), you (the "Buyer") will be bound by these TTS, and thus your purchase of TFS tokens is subject to these TTS.
Each of the Buyer and the Seller is a "Party", and collectively the "Parties".
Whereas, the Seller has entered into contractual arrangements with the operator (the "Operator") of https://fairspin.io/ (the "Operator’s Site") whereunder the Seller undertake to provide the technical, operational and other services to the Operator aimed at development of the tokenized mechanism of incentives, tokenization of reward system and loyalty program for the Operator and its users (players) to be available at the Operator’s Site; and
Whereas, the Seller will issue ERC-20 digital tokens called TFS tokens (the "TFS Tokens" or "TFS") which will be used as a tool for tokenization of reward system and loyalty program available to the Operator’s users (players) AND will develop the respective ecosystem where TFS Tokens will circulate, namely, a software application (widget) which will be integrated into the Operator’s Site and a software application (widget) which will be integrated into the Seller’s website https://tfstoken.com/ (the "Seller’s Site"); and
Whereas, the Seller holds token sale campaign (the "Token Sale") from September 21, 2021 to October 08, 2021 or the moment (date) when the Seller sold all TFS Tokens available for Token Sale (the "Token Sale Period", the "Sale Period") to raise funds for further development of the Operator’s system for gambling industry; and
Whereas, the Buyer is willing to purchase the TFS Tokens pursuant to the terms and conditions set forth herein.
Now Therefore, in consideration of the foregoing, the Parties, intending to be legally bound, hereby agree to the following:
The Buyer understands and accepts that the TFS Tokens may be used as the tokenized reward system and loyalty program of the Operator. The Buyer understands and accepts that ownership of the TFS Tokens in no way grants any rights, express or implied, other than the right to use the TFS Tokens as means of the Operator’s tokenized mechanism of incentives, reward system and loyalty program (including through the widgets integrated into the Operator’s Site and the Seller’s Site). The Buyer expressly agrees that the TFS Tokens are not securities, are not registered with any government entity as the securities, shall not be considered as such, are not intended to be a digital currency, commodity or any other kind of financial instrument, 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, and do not represent any ownership right. The Seller has prepared the TFS Tokenomics available at https://tfstoken.medium.com/about (the "Tokenomics") to describe matters related to the TFS Tokens, including, but not limited to, technological aspects and software matters.
The Buyer hereunder commits to purchase the TFS Tokens either (i) for ETH, USDT and/or USDC cryptocurrency or (ii) for the available balance of the Buyer’s TRUEPLAY Widget account (only for the users of https://fairspin.io/, but subject to the Seller’s Terms and Conditions available at https://tfstoken.com/terms-and-conditions) and the Seller hereby expressly agrees to sell to the Buyer TFS Tokens. In order to do so the Buyer will transfer payment as set forth herein and the Seller will allocate an amount of TFS Tokens which is equivalent to the payment either (i) to the ERC-20 address of the Buyer or (ii) to the Buyer’s TRUEPLAY Widget account.
Acceptance. Purchasing TFS Tokens hereunder, the Buyer expressly accepts all terms and conditions described herein and agree to be bound thereby and comply therewith.
Purchase Price. The information about the purchase price of one (1) TFS Token, including applicable discounts, will be published on the Seller’s Site, thus please visit the https://tfstoken.com/ to be updated. The price may depend on the round when a Buyer purchases TFS Tokens and/or the remaining amount of TFS Tokens for sale.
Locked Conditions. (i) Private Round (September 21, 2021)20% of TFS Tokens purchased by a Buyer will be unlocked and available during the 1st week upon the Public Sale end. The remaining 80% of TFS Tokens will be unlocked and available for the Buyer within the next forty (40) weeks as follows: 2% of TFS Tokens per week. The information about the date when the Public Sale ends will be published on the Seller’s Site during the Sale Period, thus please visit the https://tfstoken.com/ to be updated.
(ii) Pre-Sale Round (October 07, 2021)20% of TFS Tokens purchased by a Buyer will be unlocked and available not later than immediately following the end of the Token Sale. The remaining 80% of TFS Tokens will be unlocked and available for the Buyer until the end of 12 (twelve) months following the end of the Token Sale.
(iii) Public-Sale Round (October 07, 2021)20% of TFS Tokens purchased by a Buyer will be unlocked and available not later than immediately following the end of the Token Sale. The remaining 80% of TFS Tokens will be unlocked and available for the Buyer until the end of 12 (twelve) months following the end of the Token Sale.
(iv) IDO Round (October 08, 2021)100% of TFS Tokens purchased by a Buyer will be unlocked and available not later than immediately following the end of the Token Sale.
Total Amount of TFS Tokens. The total amount of TFS Tokens issued by the Seller during the Token Sale will be 900,000,000: (i) 200,000,000 – for Private Round; (ii) 400,000,000 – for Pre-Sale Round; (iii) 200,000,000 – for Public-Sale Round; (iv) 100,000,000 – for IDO Round.
Payment. In order to purchase TFS tokens the Buyer shall either (i) send ETH, USDT and/or USDC to the following ERC-20 address of the Seller (address of a token sale smart contract deployed by the Seller): 0x7A27282f351D000D1AE281321AE9E4ae4858A235 or (ii) shall convert the available balance (or part thereof) of the Buyer’s TRUEPLAY Widget account (only for the users of https://fairspin.io/, but subject to the Seller’s Terms and Conditions available at https://tfstoken.com/terms-and-conditions).
A Buyer shall have either (i) its own ERC-20 address or (ii) TRUEPLAY Widget account to receive the purchased TFS Tokens. To the extent allowable pursuant to the applicable law, the purchase of the TFS Tokens by the Buyer from the Seller shall be final, and thus there are no refunds and/or cancellations.
CITIZENS AND RESIDENTS OF Australia, Curacao, France, Netherlands and the United States of America (COLLECTIVELY THE “RESTRICTED JURISDICTIONS”) ARE NOT ELIGIBLE TO PARTICIPATE IN THE TOKEN SALE. THE BUYER IS ONLY ALLOWED TO PURCHASE TFS TOKENS IF BY BUYING TFS TOKENS HE/SHE COVENANTS, REPRESENTS, AND WARRANTS THAT HE/SHE IS NEITHER A U.S. CITIZEN OR PERMANENT RESIDENT OF ANY RESTRICTED JURISDICTION, NOR DOES HE/SHE HAS A PRIMARY RESIDENCE OR DOMICILE IN ANY RESTRICTED JURISDICTION, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF ANY RESTRICTED JURISDICTION. IN ORDER TO BUY TFS TOKENS, THE BUYER COVENANTS, REPRESENTS, AND WARRANTS THAT NONE OF THE OWNERS OF THE COMPANY, OF WHICH YOU ARE AN AUTHORIZED OFFICER, ARE U.S. CITIZEN OR PERMANENT RESIDENT OF A RESTRICTED JURISDICTION, NOR DOES HE/SHE HAVE A PRIMARY RESIDENCE OR DOMICILE IN ANY RESTRICTED JURISDICTION, INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AND ANY OTHER POSSESSIONS OF THE UNITED STATES. THE SELLER SHALL RESERVE THE RIGHT TO REFUSE SELLING TFS TOKENS TO ANYONE WHO DOES NOT MEET CRITERIA NECESSARY FOR THEIR BUYING, AS SET OUT HEREUNDER AND BY THE APPLICABLE LAW. IN PARTICULAR, THE SELLER MAY REFUSE SELLING TFS TOKENS TO U.S. CITIZENS, PERMANENT RESIDENTS OF RESTRICTED JURISDICTION AND THOSE USERS WHO DO NOT MEET ANY OTHER CRITERIA SPECIFIED HEREIN. IT IS ALSO FORBIDDEN TO PURCHASE TFS TOKENS USING FUNDS WHICH RESULT FROM ILLEGAL SOURCES OR UNLAWFUL ACTIVITY. AND BY PURCHASING TFS TOKENS HEREUNDER, THE BUYER REPRESENTS AND WARRANTS THAT HIS/HER FUNDS IN NO WAY CAME FROM ILLEGAL SOURCES OR UNETHICAL SOURCES, THAT THE BUYER IS NOT USING ANY PROCEEDS OF CRIMINAL OR UNLAWFUL ACTIVITY, AND THAT NO TRANSACTION INVOLVING TFS TOKENS ARE BEING USED TO FACILITATE ANY CRIMINAL OR ILLEGAL ACTIVITY.
By buying TFS Tokens, 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 is 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 the TFS Tokens purchased hereunder;
(d) he/she has in-depth knowledge and deep understanding of the crypto market, Blockchain-based systems and cryptocurrencies, as well as obtained sufficient information about the Seller, Operator and TFS Tokens to enter these TTS, and thus to purchase TFS Tokens;
(e) 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;
(f) he/she understands that crypto market is highly speculative and volatile in nature and that these TTS is in no way an investment advice or an offer to invest, as well as he/she is not purchasing TFS Tokens for any investment, speculative or other financial purposes.
By purchasing the TFS Tokens, the Buyer represents, warrants and accepts that:
(a) there are certain risks associated with purchasing TFS Tokens, holding TFS Tokens, and using TFS Tokens. By purchasing TFS Tokens, the Buyer expressly acknowledge and assume such risks, including, but not limited to, risk of losing access to tokens due to loss of private key(s), risks associated with the Ethereum Protocol, risk of mining attacks, risk of hacking and security weaknesses, risks associated with markets for tokens, etc.;
(b) that the token sale smart contract is still in an early development stage and unproven, that there is no warranty that the process for creating TFS Tokens will be uninterrupted or error-free and that there is an inherent risk that the Smart-Contract System could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of ETH and/or TFS Tokens;
(c) that the blockchain technology allows new forms of interaction and that it is possible that certain jurisdictions will apply existing regulations on, or introduce new regulations addressing, blockchain technology based applications, which may be contrary to the current setup of the Smart-Contract System and which may, inter alia, result in substantial modifications of the Smart-Contract System and/or the TFS Tokens protocol, including its termination and the loss of TFS Tokens for the Buyer.
THE TFS TOKENS ARE TO BE PROVIDED ON AN “AS IS” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. YOU ASSUME ALL RESPONSIBILITY AND RISK WITH RESPECT TO BUYING OF ANY AMOUNT OF THE TFS TOKENS AND THEIR USE. THE BUYER HEREBY EXPRESSLY AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, THE SELLER 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 THE TFS TOKENS, REGARDLESS OF THE BASIS, UPON WHICH THE LIABILITY IS CLAIMED AND EVEN IF THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE BUYER UNDERSTANDS AND AGREES THAT THE SELLER SHALL NOT BE HELD LIABLE TO AND SHALL NOT ACCEPT ANY LIABILITY, OBLIGATION OR RESPONSIBILITY WHATSOEVER FOR ANY CHANGE OF THE VALUE OF THE TFS TOKENS. THE BUYER UNDERSTANDS AND EXPRESSLY AGREES THAT THE SELLER SHALL NOT GUARANTY IN ANY WAY THAT THE TFS TOKENS MIGHT BE SOLD OR TRANSFERRED DURING OR AFTER THE TOKE 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 THE TFS TOKENS, AND THAT THE SELLER SHOULD NOT ACCEPT ANY LIABILITY FOR ANY ILLEGAL OR UNAUTHORIZED PURCHASING OF THE TFS TOKENS. THE BUYER AGREES TO BE SOLELY RESPONSIBLE FOR ANY APPLICABLE TAXES IMPOSED ON TFS TOKENS PURCHASED HEREUNDER.
To the extent allowable pursuant to applicable law, the Buyer shall indemnify, defend, and hold the Seller and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Buyer arising out of the Buyer’s breach of any warranty, representation, or obligation hereunder.
The Seller has valid, unrestricted and exclusive ownership of rights to use the patents, trademarks, trademark registrations, trade names, copyrights, know-how, technology and other intellectual property necessary to the conduct of selling of the TFS Tokens and his activities generally. In no way shall these TTS entitle the Buyer for any intellectual property of the Seller. There are no implied licenses under these TTS, and any rights not expressly granted to the Buyer hereunder are reserved by the Seller.
These TTS, its interpretation and any contractual or non-contractual obligations arising from or connected herewith shall be governed by, and construed in accordance with, the laws of Belize. The Buyer irrevocably and unconditionally agree that any legal action or proceedings in connection with these TTS may be brought in the Belize courts, which shall have jurisdiction to settle any disputes arising out of or in connection herewith AND submit to the jurisdiction of the Belize courts to settle any matter or dispute arising out of or connected with these TTS.
Notice to residents of the EU/EEA. TFS is not a guarantee or a financial instrument within the meaning of the Markets in Financial Instruments Directive (MiFID II) of the European Parliament (2014/65/EU), securities or other laws of the member states. TFS is not a guarantee of any kind and does not represent any right to vote, manage or share the profits of any entity. TFS does not represent the ownership of any physical asset and will not be refundable.
Notice to residents of the People's Republic of China. The rights to TFS are not being offered or sold and may not be offered or sold, directly or indirectly, within the People's Republic of China, except as expressly permitted by the laws and regulations of the People's Republic Of China.
Notice to residents of Japan. TFS has not been registered and will not be registered under Japan's securities or financial laws. The potential purchasers of TFS agree not to re-transfer or re-assign TFS to anyone other than non-residents of Japan except pursuant to a private placement exemption from the registration requirements of, and otherwise in compliance with, the relevant laws and regulations of Japan.
Notice to residents of the Russian Federation. TFS and any related documents are not an offer, or an invitation to make offers, to 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. TFS and any related documents used in connection to TFS offer and sale are not advertisements in connection with any securities' placement or public circulation as determined by Russian laws. TFS is not intended for placement or public circulation in the Russian Federation. Neither the TFS nor any other document relating hereto has been or will be registered with the Central Bank of the Russian Federation.
Notice to residents of Switzerland. TFS may not be publicly offered in Switzerland and will not be listed on the swiss exchanges or on any other stock exchange or regulated trading facility in Switzerland. TFS and any related documents have been prepared without regard to the disclosure standards for issuance prospectuses under the Swiss Code of Obligations or the disclosure standards for listing prospectuses. Neither TFS nor any related marketing material may be publicly distributed or otherwise made publicly available in Switzerland. TFS and any related marketing materials have not been and will not be filed with or approved by any Swiss regulatory authority, mainly including the Swiss Financial Market Supervisory Authority. TFS offer and sale has not been authorized under the Swiss Federal Act on Collective Investment Schemes.
Notice to residents of the United Kingdom. In the United Kingdom, TFS is being distributed only to and is directed only at (and any purchase activity to which it relates will be engaged only with) investment professionals (within the meaning of article 19(5) of the Financial Promotion Order (the "FPO"); (ii) persons or entities of a kind described in article 49 of the FPO; (iii) certified sophisticated investors (within the meaning of article 50(1) of the FPO); and (iv) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action in connection with TFS or based upon any documents used in connection therewith. It is a condition of the acquisition of TFS that the person warrants to be a relevant person. TFS and any documents used in connection therewith have not been approved by any regulatory authority in the United Kingdom.
Notice to residents of all jurisdictions. No action has been taken to permit the offer, sale, possession or distribution of TFS or any related documents in any jurisdiction where action for that purpose is required. You, being a Buyer, are required to inform yourself about and to observe any restrictions relating to TFS offering and any related documents in your jurisdiction.
No one contemplates an economic return for the purchase of TFS, and you should not buy TFS for any speculative purposes. The participation in the sale of TFS must not have any expectation of benefits, dividends, capital gains, financial performance or any other return, payment or income of any kind. The purchase of TFS carries a substantial risk that could lead to a loss. There is no guarantee that the objectives will be achieved or that the TFS will always have or maintain value within the ecosystem.
Any resale of TFS must be made per exemptions from the securities requirements and in compliance with the requirements of applicable laws.
These TTS constitute the entire agreement between the Buyer and the Seller relating to the Buyer’s purchase of the TFS Tokens from the Buyer during the Sale Period. No provision hereof shall be considered waived unless such waiver is in writing and signed by the Party that benefits from the enforcement of such provision. No waiver of any provision herein, however, will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision. In addition, a waiver of any breach or a failure to enforce any term or condition hereof will not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term and condition hereof. If any term, provision, covenant, representation, warranty or restriction of these TTS is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants, representations, warranties and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, representation, warranty or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants, representations, warranties and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. The Seller may assign the Seller’s rights and obligations under these TTS. Any notice or other communication given or made hereunder shall be and may be delivered in electronic form. At any time, the Seller shall have the right to amend these TTS as reasonably required to comply with applicable law or regulation. In cases of changes, the amended TTS will be published on https://tfstoken.com/terms-of-token-sale, “Last updated” date above will be updated as well. The amended TTS will be effective immediately. In no way, the Seller shall be liable for any delay or failure to perform any obligations under these TTS as a result of a cause beyond the Seller’s reasonable control. These TTS and purchasing of the TFS Tokens by the Buyer in no way create any exclusive relationship between the Buyer and the Seller nor any partnership, joint venture, employment or agency.