PLEASE READ THESE TERMS AND CONDITIONS OF TOKEN RE-SALE AND PURCHASE CAREFULLY BEFORE ENTERING IN THIS AGREEMENT. YOU ACKNOWLEDGE THAT THERE ARE CERTAIN RISKS ASSOCIATED WITH PURCHASING THE TOKENS DESCRIBED HEREIN AND AGREE TO ASSUME SUCH RISKS UPON ANY PURCHASE OF TOKENS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.
The following Terms and Conditions of Token Re-Sale and Purchase (these “Terms”) form an agreement between LDV TECH SRL, a limited liability company incorporated and existing in accordance with the laws of Romania, registered with the Dolj Trade Registry under no J16/1192/2020, Sole Registration Number 42786265, with its registered office 44 Brazda lui Novac, et. 2, Craiova, Jud. Dolj (hereinafter referred as "LDV" or the “Owner”) GLOBE MONNAIE SRL, a limited liability company incorporated and existing in accordance with the laws of Romania, registered with the Trade Registry under no. J16/1839/2017, sole registration code 37865699 and VAT code RO44092588, with headquarters located at 44 Brazda lui Novac, et. 1, Craiova, Jud. Dolj (hereinafter referred as "TOKERO" or the “Intermediary”) and and you, or the entity you represent, (“you” or the “Purchaser”) and contain the terms and conditions pursuant to which you will purchase cryptographic ESDT tokens on the Elrond blockchain with symbol $HEART and named Humans Token (the “Tokens” and each a “Token”) from the Owner. You, the Owner and the Intermediary are each a “Party” and, together, the “Parties” to these Terms. This document describes the Token re-sale (the “Token Re-Sale”) and your rights as a Token holder.
Prior to purchasing Tokens, you should carefully consider these Terms. By clicking the check boxes and the Register button on the web application to purchase Tokens, you agree and accept to be bound by these Terms and any terms incorporated hereafter. If you have any questions regarding these Terms, please contact the Intermediary at [email protected]. If any of these Terms are unacceptable to you, do not purchase the Tokens.
Prior to purchasing Tokens, you should carefully consider these Terms and, to the extent necessary, consult a lawyer, accountant, and/or tax professional, as applicable.
Purchases of Tokens should be undertaken only by individuals or companies that have significant experience with, and understanding of, the usage and intricacies of cryptographic tokens, including Elrond-based tokens and blockchain-based software systems. Purchasers should have an expert understanding of the storage and transmission mechanisms associated with cryptographic tokens. While the Intermediary will be available to assist the Purchaser of Tokens during the Token Re-Sale, neither the Owner nor the Intermediary will not be responsible in any way for loss of any cryptocurrency, including Tokens, resulting from actions taken by, or omitted by Purchaser. If you do not have such experience or expertise, then you should not purchase Tokens or participate in the Token Re-Sale. Your participation in the Token Re-Sale is deemed to be your understanding and acknowledgment that you satisfy the requirements mentioned in this paragraph.
As further described herein, by purchasing Tokens, and to the extent permitted by law, you agree to not hold the Intermediary, the Owner or 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/or designees liable for any losses or any special, incidental, or consequential damages arising from, or in any way connected, to the re-sale of Tokens, including losses associated with these Terms.
You acknowledge, understand and agree that:
NOTHING IN THESE TERMS SHALL BE DEEMED TO CONSTITUTE A PROSPECTUS OF ANY SORT, A SOLICITATION FOR INVESTMENT OR INVESTMENT ADVICE NOR DOES IT IN ANY WAY PERTAIN TO AN OFFERING OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION. TO THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW, EACH OF THE OWNER AND THE INTERMEDIARY (COLLECTIVELY, THE “ASSOCIATED PARTIES” AND EACH AN “ASSOCIATED PARTY”) EXPRESSLY DISCLAIM AND SHALL NOT BE LIABLE FOR ANY AND ALL RESPONSIBILITY FOR ANY DIRECT OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER LOSSES OF ANY KIND, IN TORT, CONTRACT OR OTHERWISE (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, INCOME OR PROFITS, AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH (I) THE PURCHASER’S ACCEPTANCE OF OR RELIANCE ON ANY INFORMATION CONTAINED IN THESE TERMS, (II) ANY ERROR, OMISSION OR INACCURACY IN ANY SUCH INFORMATION OR (III) ANY ACTION RESULTING THEREFROM.
Purchaser agrees to buy, and Owner agrees to sell, Tokens in accordance with the following terms:
1. Acceptance of the Terms
These Terms shall be effective and binding on all parties upon the earlier of (i) you clicking the check boxes and the clicking the Registration button contained in the application form to purchase Tokens or (ii) you sending any unit of acceptable cryptocurrency to the digital wallet address (as relevant).
Unless otherwise stated herein, these Terms govern only your purchase of Tokens from the Owner during the Token Re-Sale. The use of the Tokens will be governed primarily by other applicable terms and policies, which are not in the control of the Owner of the Intermediary.
The Owner and/or the Intermediary may add new terms or policies to the Terms in its sole discretion and may update the Terms from time to time in its sole discretion as well.
2. Purpose and Use of Tokens on Humans Platform
Humans is in the course of developing an Artificial Intelligence all-in-one platform for Artificial Intelligence based creation and governance at scale, beginning an initial focus on synthetic media, by using inter alia distributed ledger technologies and ensuring contributors a fairly reward (the “Humans Platform” or the “Ecosystem”). The Ecosystem combines a library of AI tools into a creative studio suite where users shall be enabled to pick and choose as they bring their ideas to life. The synthetic media, AI apps, and other digital assets utilize blockchain technology to generate Non-Fungible Tokens (NFTs) as a way of creating transparency, accountability, and long term governance.
Humans intends to generate Tokens that shall have several functionalities within the Humans Platform. At the time of accepting these Terms, the Humans Platform is still in development and the Tokens have not yet been created or issued. The Purchaser acknowledges that there is a risk that the development of the Ecosystem and/or the creation of the Tokens may fail or be significantly hampered at any stage. The Purchaser further acknowledges to be aware of the stage of development of the Ecosystem and the risks associated with the purchase of Tokens.
The Terms does not govern the use of the Tokens in relation with the Humans Platform. Any potential future use of the Tokens in connection with the Humans Platform will be governed by the applicable terms and conditions, which will be determined by Humans (the issuer of the Tokens) prior or after to the creation of the Tokens.
In particular, you understand and agree that, save as expressly set out in these Terms, the Tokens do not represent or confer any ownership right or stake, share, security or equivalent rights, or any right to receive future revenue shares, intellectual property rights, or any other form of participation in or relating to the Humans Platform or the Owner, the Associated Parties and its or their corporate affiliates, subject to by the applicable terms and conditions, which will be determined by Humans (the issuer of the Tokens) prior the launch of the Tokens. Tokens are not intended to be a loan contract, digital currency, security, commodity or any other kind of financial instrument. You are purchasing being aware of the risks associated with the Owner, the Intermediary, Humans (the issuer of the Tokens), the Humans Platform and the Tokens. You are not purchasing Tokens for any other purpose including, without limitation, any investment, speculative or financial purpose.
You acknowledge and agree that the Humans Platform is in an early stage of development and may undergo significant changes over time.
3. Delivery of the Tokens
The Purchaser hereby agrees that the delivery of the Tokens is not in the control of the Owner or the Intermediary and hereby accepts the risks associated with or arising from the purchase of Tokens. The delivery of the Tokens depends exclusively on Humans as the issuer of the Tokens.
The Tokens subject to the Lock-up Period and release mechanism as follows:
The Tokens are subject to a lock-up period of 4 (four) months as of the date of when the Tokens are listed on the first exchange platform (the “Lock-up Period”). The Tokens will be vested and released to the Purchaser within 9 (nine) months after the expiry of the Lock-up Period, once in every 3 (three) months, releasing 25% of the total Tokens on each release, the first release being at the expiry of the Lock-up Period.
The Purchaser acknowledges that the delivery of the Tokens is subject to the successful deployment of the Humans Platform and creation of the Tokens, facts which are independent of the Owner’s and Intermediary’s will.
Neither the Owner nor the Intermediary shall be liable for any failure of Humans as the issuer of the Tokens to deliver the Tokens that are attributable to the Purchaser.
4. Taxation of Tokens and Taxation Related to the Token Re-Sale
The Purchase Price that you pay for the Tokens is exclusive of all applicable taxes. You are responsible for determining what, if any, taxes apply to your purchase of Tokens, 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. Neither the Owner nor the Intermediary are responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from your purchase of Tokens.
The Purchaser bears the sole responsibility in determining if the purchase of Tokens, or the potential appreciation or depreciation in the value of Tokens over time has tax implications for the Purchaser.
By purchasing Tokens, the Purchaser agrees not to hold any of the Owner or the Intermediary, its affiliates, shareholders, directors, or advisors liable for any tax liability associated with or arising from the purchase of Tokens.
5. Capacity and Experience
The Purchaser is responsible for the decision to acquire Tokens and has legal competence and capacity to accept these Terms through the Purchaser’s purchase of Tokens. The Purchaser has the knowledge, expertise, and experience in financial matters to evaluate the risks of acquiring Tokens, is aware of the risks inherent in acquiring and the method by which the assets are held and/or traded and can bear the risk of loss of its entire Token acquisition. The Purchaser is qualified and authorized to make such an acquisition decision and, to the extent deemed necessary, has consulted its own advisors and legal counsel regarding the acquisition of Tokens. In making the decision to acquire Tokens, the Purchaser has not relied on any advice or recommendation from the Owner nor from the Intermediary, or any of their affiliates. To the extent that the Purchaser is acting on behalf of an entity, the Purchaser has the full power and authority under such entity’s governing instruments to do so and that entity has the full power and authority under its governing instruments to acquire Tokens.
6. Indemnification
To the fullest extent permitted by applicable law, the Purchaser hereby agrees to indemnify and hold harmless the Owner and the Intermediary and its or their respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, legal and financial advisers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the “Tokero Parties” and each a “Tokero Party”) from and against all claims, demands, actions, damages, losses, costs and expenses (including reasonable attorneys’ fees) that arise from or relate to: (i) Purchaser’s purchase or use of Tokens, (ii) Purchaser’s responsibilities or obligations under these Terms, (iii) Purchaser’s violation of these Terms, or (iv) Purchaser’s violation of any rights of any other person or entity in connection with Tokens and/or these Terms. The Owner and/or the Intermediary reserves the right to exercise sole control over the defense, at the Purchaser’s expense, of any claim subject to indemnification under this section, including choice of legal counsel. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any other written agreement between the Purchaser and the Owner or the Intermediary.
Any Tokero Party or other identifiable person who is not a party to these Terms may enforce any rights granted to such party pursuant to these Terms in its own right as if it was a party to these Terms. Except as expressly provided in the foregoing sentence, a person who is not a party these Terms shall not have any rights to enforce any term of these Terms. Notwithstanding anything to the contrary, the consent of or notice to any person who is not a party to these Terms shall not be required for any termination or rescission to any variation, waiver, assignment, novation, release or settlement under these Terms at any time. The Owner and/or the Intermediary may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine, howsoever given. The Owner and/or the Intermediary will protect and indemnify its agents, delegates, service providers, officers, directors and other representatives against liability.
7. Disclaimer of Warranties
THE TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. THE OWNER AND THE INTERMEDIARY EXPRESSLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES AS TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
THE OWNER AND THE INTERMEDIARY DOES NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET THE PURCHASER’S REQUIREMENTS, OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED. THE OWNER AND THE INTERMEDIARY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE TOKENS, THE USE OF THE TOKENS, OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE OWNER AND THE INTERMEDIARY DOES NOT WARRANT THAT THE USE OF THE TOKENS WILL BE UNINTERRUPTED.
The disclaimers and other risk disclosures contained in these Terms will apply to the fullest extent permitted by applicable law.
8. Limitation of Liability
The Purchaser acknowledges and agrees that, to the fullest extent of the law the disclaimer 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 Token or (ii) the Owner and the Intermediary 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 the Owner and the Intermediary shall not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, loss of revenues, loss of goodwill, or loss of data, in any way whatsoever arising out of the use of, or inability to use, or purchase of, or inability to purchase Token, or arising out of any interaction with the Token associated smart contract implemented in relation to Token. Purchaser acknowledges that the Owner and the Intermediary are not liable for the conduct of third parties, including Humans, Humans Platform or other purchasers of Token, and that the risk of purchasing and using Token rests entirely with the Purchaser. To the maximum extent permissible under law, under no circumstances will the Owner and the Intermediary be liable to any Purchaser for more than the amount the Purchaser has paid to the Owner for the purchase of Token. The liability limitations and exclusions in this section will apply to the fullest extent permitted by law.
9. Force Majeure
Neither the Owner nor the Intermediary are liable for failure to perform caused by unavoidable casualty, delays in delivery of materials, embargoes, government or regulatory orders, acts of civil or military authorities, acts by common carriers, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of Elrond or other similar platform, 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.
10. Miscellaneous
A. Complete Agreement
These Terms set forth the entire understanding between the Purchaser and the Owner and the Intermediary with respect to the purchase and sale of Tokens. For facts relating to the sale and purchase, the Purchaser agrees to rely only on these Terms in determining purchase decisions and understands that the Terms govern the sale of Tokens and supersede any public statements about the Token Sale made by third parties or by the Owner and the Intermediary or individuals associated with the Owner and the Intermediary, past and present and current, during the Token Re-Sale.
B. Severability
The Purchaser, the Owner and the Intermediary agree that if any provision 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 these Terms, which shall continue to be in full force and effect.
C. No Waiver
The failure of the Owner and the Intermediary to require or enforce strict performance by the Purchaser of any provision of these Terms or the Owner’s or the Intermediary’s failure to exercise any right under these Terms shall not be construed as a waiver of the Owner’s or the Intermediary’s right to assert or rely upon any such provision or right in that or any other instance. The express waiver by the Owner and the Intermediary 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 Owner and the Intermediary shall be deemed a modification of these Terms nor be legally binding.
D. Multiple Purchaser
If there is more than one person comprising a Purchaser, then all representations, warranties, acknowledgements, undertakings and agreements by the Purchaser binds those persons jointly and each of them individually, and all benefits in favour of the Purchaser benefits those persons jointly and each of them individually.
E. Amendments; Updates to the Terms
The Owner and the Intermediary reserves the right, in the Owner’s and the Intermediary’s sole and absolute discretion, to change, modify, add, or remove portions of these Terms at any time, including, without limitation, as is reasonably required to comply with applicable law or regulation, by posting the amended terms on its website. Any Purchaser will be deemed to have accepted such changes by purchasing Tokens following such amendment, and such amended terms will be effective immediately.
F. Assignment
You shall not assign these Terms without the prior written consent of the Owner or the Intermediary. Any assignment or transfer in violation of this paragraph will be void. The Owner and the Intermediary may assign these Terms to another entity at any time without your prior consent. Subject to the foregoing, these Terms, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
G. Cooperation with Legal Authorities
The Purchaser acknowledges and agrees that the Owner or the Intermediary intends to cooperate with all law enforcement inquiries, subpoenas, or requests provided that such inquiries, subpoenas, or request are fully supported and documented by the law in the relevant jurisdictions in the Owner’s or the Intermediary’s judgment.
H. Relationship of the Parties
Neither these Terms, nor purchasing Tokens, create any form of partnership, joint venture, or any other similar relationship between the Purchaser and the Owner or the Intermediary. Except as otherwise provided herein, these Terms are intended solely for the benefit of the Purchaser, the Owner or the Intermediary and are not intended to confer third-party beneficiary rights upon any other person or entity.
I. Survival
Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms.
J. Remedies
These Terms do not limit any rights that the Owner or the Intermediary may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to the Owner or the Intermediary, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to the Owner or the Intermediary.
K. Headings
All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms.
L. Third Parties
Any Tokero Party or other identifiable person who is not a party to these Terms may enforce any rights granted to it pursuant to these Terms in its own right as if it was a party to these Terms.
Notwithstanding any term of these Terms, the consent of or notice to any person who is not a party these Terms shall not be required for any termination, rescission or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.
M. Intellectual Property
The Owner and the Intermediary retains all right, title and interest in all of the Owner’s or the Intermediary’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. You may not use any of the Owner’ or the Intermediary’s intellectual property for any reason without the Owner’s or the Intermediary’s prior written consent.