BEFORE ENTERING INTO THIS AGREEMENT PLEASE READ CAREFULLY THE TERMS AND CONDITIONS FOR THE TOKEN RESALE AND PURCHASE. BY YOUR CONSENT, YOU ACKNOWLEDGE THAT YOU ARE AWARE OF CERTAIN RISKS ASSOCIATED WITH THE PURCHASE OF TOKENS DESCRIBED HEREIN AND AGREE TO ASSUME SUCH RISKS WITH ANY PURCHASE OF TOKENS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.
The following Token Resale and Purchase Terms and Conditions (these "Terms") form an agreement between:
Before buying tokens, you must carefully read and agree to these Terms. By clicking the checkboxes and the Sign Up button on the web page to purchase tokens, you agree and accept to abide by these Terms and Conditions and any terms incorporated herein. If you have further questions, please contact the Intermediary at [email protected] If any of these terms are unacceptable to you, do not purchase tokens.
Before buying Tokens, you should carefully consider these Terms and, to the extent necessary, consult a lawyer, accountant and/or tax professional as appropriate.
Token purchases should only be made by individuals or companies who have significant experience in, and understand, the use and complexity of crypto tokens, including blockchain software systems. Purchasers should have expertise in the storage and transmission mechanisms associated with crypto tokens. While the Intermediary will be available to assist the Buyer of tokens in the Resale process, neither the Owner nor the Intermediary will be liable in any way for the loss of any cryptocurrency, including tokens, resulting from actions taken by, or omitted to be taken by, the Buyer. If you do not have such experience or expertise, then you should not purchase tokens or participate in their resale. Your participation in the token re-sale shall be deemed to be your compliance with and understanding of the requirements set forth in this paragraph.
By purchasing NAVI tokens you consent that the Intermediary, Owner or respectively its former, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, distributors, service providers, parent companies, branches, subsidiaries, agents, representatives, predecessors, successors may not be held liable for any loss or any special, incidental or consequential damages arising out of or in any way connected with the resale of the Tokens, including losses associated with these Terms, to the extent provided by law.
You acknowledge, understand and agree to the following:
NONE OF THESE TERMS CONSTITUTES AN OFFER TO SOLICIT INVESTMENT OR INVESTMENT ADVICE NOR IN ANY WAY REFERS TO AN OFFER OR REQUEST FOR AN OFFER TO PURCHASE SECURITIES IN ANY JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE OWNER AND THE INTERMEDIARY (COLLECTIVELY, THE "ASSOCIATED PARTIES" AND EACH AN "ASSOCIATED PARTY") EXPRESSLY DISCLAIMS, AND SHALL NOT BE LIABLE, NOR HAVE ANY LIABILITY, FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES, CONSEQUENTIAL OR OTHERWISE, TORTIOUS, CONTRACTUAL (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE OR REVENUE AND LOSS OF USE OR DATA), ARISING OUT OF OR IN CONNECTION WITH (I) THE ACCEPTANCE, OMISSION OR INACCURACY OF THE INFORMATION OR (III) ANY ACTIONS RESULTING THEREFROM.
The buyer agrees to buy and the owner agrees to sell tokens according to the following terms:
These Terms become binding on all parties upon the first action of clicking on the package selection button and clicking on the registration button (I want NAVI) contained in the application form for the purchase of tokens.
Except as otherwise provided, these Terms govern only the purchase of Tokens from the Owner during the Token Resale. Use of tokens will be governed primarily by other applicable terms and policies not within the control of the Owner and/or Intermediary.
Owner and/or Intermediary may add new terms and policies to this document and update the Terms at its discretion.
Atlas Navi is a Drive to Earn A.I. navigation app that uses your smartphone camera to analyze the road in front of you and automatically detect traffic in each lane, accidents, potholes, free parking spaces and more, automatically, all the time.
This app analyses the road 25 times/second generating 100 times better data than other such apps, and drivers are redirected to avoid rough routes. ATLAS NAVI pays drivers for every mile they drive as a reward for the data they send to the network. ATLAS NAVI also has licensed 3D NFT cars that can be customized, upgraded and traded.
The navigation app ATLAS NAVI has its own token, NAVI, that uses BSC Blockchain technology and has the features that folllow:
The Terms do not control the use of tokens in connection with the ATLAS NAVI Platform. Any potential future use of tokens in connection with the ATLAS NAVI Platform will be governed by the applicable Terms and Conditions, which will be determined by ATLAS NAVI (the token issuer) before or after the creation of the tokens.
In particular, you understand and agree that, except as expressly provided in these Terms, the tokens do not represent or confer any ownership or participation rights, security or equivalent, or the right to receive future equity income, intellectual property rights or any other form of participation in connection with the ATLAS NAVI Platform or the Owner, the Associated Parties or their corporate affiliates, subject to the applicable terms and conditions to be determined by ATLAS NAVI (the token issuer) prior to the release of the tokens. Tokens are not intended to be a loan agreement, electronic money, security, commodity or any other type of financial instrument. The Buyer is aware of the risks associated with the owner, the Intermediary, ATLAS NAVI (the token issuer), the ATLAS NAVI Platform and the tokens.
You acknowledge and agree that the ATLAS NAVI Platform is at an early stage of development and may undergo significant changes over time.
Hereby, the Buyer agrees that the delivery of tokens is not under the control of the Owner or the Intermediary and also accepts the risks associated with or arising from the purchase of tokens. Delivery of the tokens is solely dependent on $NAVI as issuer of the tokens.
Tokens subject to the Blocking Period and release mechanism as follows:
The vesting process starts with TGE (token generation event).
From that moment on you will have 2 variants of $NAVI on TOKERO, NAVI and NAVI-L (NAVI locked.)
Issuance of tokens will take place daily for 18 months, starting
on the 3rd day after the TGE. 120 days after the IEO.
Thus, there will be 540 releases (conversion from NAVI-L to NAVI), one per day, each release being made in proportion to the quantity of the package purchased by you.
The amounts to be released daily will be rounded down to integer values and the remaining decimals will be summed and added to the last release (day 540).
|Chosen USDT package||Total Tokens||Unlocked token quantity at IEO||Daily unlocked token quantity||Token quantity unlocked on the last day|
|Chosen USDT package||Total Tokens||Unlocked token quantity at IEO||Daily unlocked token quantity||Token quantity unlocked on the last day|
The TOKERO platform does not commit to a deadline by which customers can withdraw NAVI tokens from the platform, nor does it commit to a deadline by which a buy-sell system for NAVI tokens will be implemented.
The Buyer acknowledges that the delivery of the tokens is subject to the successful implementation of the Atlas Navi Platform and the creation of the tokens, which are beyond the control of the Owner and the Intermediary.
Neither the Owner nor the Intermediary shall be liable for any failure of Atlas Navi as issuer of tokens to deliver tokens that may be assigned to the Buyer.
The purchase price you pay for tokens does not include all applicable taxes. You are responsible for determining what taxes, if any, apply to your purchase of tokens, including, for example, sales, use, value-added and other 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 is responsible for withholding, collecting, reporting or remitting any sales, use, value-added or other similar taxes arising from the purchase of Tokens.
The Buyer is solely responsible for determining whether the purchase of tokens or the potential appreciation or depreciation in value of the tokens over time has tax implications for the Buyer.
By purchasing tokens, Buyer agrees not to hold any Owner or Intermediary, its affiliates, shareholders, directors or advisors liable for any tax liability associated with or resulting from the purchase of tokens.
The Buyer is responsible for the decision to purchase tokens and has the legal authority and competence to accept these terms by purchasing tokens by the Buyer. The Buyer has the financial knowledge, expertise and experience to assess the risks of the token purchase, is aware of the risks inherent in the purchase and the method by which the assets are held and/or traded and can bear the risk of losing the entire token purchase. The Buyer is qualified and authorised to make such a purchase decision and, to the extent it deems necessary, has consulted its own legal advisers and counsel with respect to the purchase of Tokens. In making its decision to purchase the Tokens, the Buyer has not relied on any advice or recommendation of the Owner, the Intermediary, or any of their affiliates. To the extent that the Buyer is acting on behalf of an entity, the Buyer has full power and authority under the governing instruments of such an entity to do so, and such entity has full power and authority under its governing instruments to purchase Tokens.
To the extent permitted by applicable law, Buyer agrees to indemnify and hold harmless Owner and Intermediary and former, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, distributors, service providers, legal and financial advisors, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (the "TOKERO Parties" and each a "TOKERO Party") from and against any and all claims, demands, actions, liens, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Buyer's purchase or use of Tokens, (ii) Buyer's responsibilities or obligations under these Terms, (iii) Buyer's breach of these Terms, or (iv) Buyer's breach of any rights of any other person or entity in connection with the Tokens and/or these Terms. Owner and/or Intermediary reserves the right to exercise exclusive control over the defense, at Buyer's expense, of any claim subject to indemnification under this Section, including the selection of legal counsel. This indemnity is in addition to, and not in lieu of, any (any) other indemnity set forth in any other written agreement between Buyer and Owner or Intermediary.
TOKENS ARE SOLD WITHOUT WARRANTY ENCUMBRANCES OF ANY KIND. OWNER AND INTERMEDIARY EXPRESSLY DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO THE TOKENS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.
THE OWNER AND THE INTERMEDIARY DO NOT REPRESENT OR WARRANT THAT THE TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET THE BUYER'S REQUIREMENTS OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED. THE OWNER AND INTERMEDIARY CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE TOKENS, THE USE OF THE TOKENS OR THE DELIVERY MECHANISM OF THE TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE OWNER AND INTERMEDIARY DO NOT WARRANT THAT USE OF THE TOKENS WILL BE UNINTERRUPTED.
The disclaimers and other risk disclosures contained in these Terms will apply to the extent permitted by applicable law.
Buyer acknowledges and agrees that, to the extent permitted by law, the waiver of liability set forth herein shall apply to any damage or injury of any kind caused by or related to (i) the use or inability to use the Tokens or (ii) Owner and Intermediary in any cause of action or proceeding of any kind in any jurisdiction, including without limitation, actions for breach of warranty, breach of contract or tort, including negligence, and the Owner and the Intermediary shall not be liable in any way arising out of the use or inability to use or purchase tokens or arising out of any interaction with the smart contract associated with the token implemented in connection therewith. The Buyer acknowledges that the Owner and the Intermediary are not liable for the conduct of third parties, the Platform or other buyers of tokens and that the risk of buying and using tokens rests entirely with the Buyer. In cases provided by law, in no event shall the Owner and the Intermediary be liable to any Buyer for more than the amount the Buyer paid to the Owner for the purchase of the token. The limitations and exclusions of liability in this section shall apply to the extent permitted by law.
Neither the Owner nor the Intermediary shall be liable for non-performance caused by unavoidable, delays in delivery of materials, embargoes, government or regulatory orders, civil or military acts, emergency conditions (including weather conditions), acts of terrorism, security issues arising from the technology used, failure of the blockchain hosting Tokens, or any similar unforeseen events that make performance commercially implausible. If a force majeure event occurs, the party injured by the other party's inability to perform may elect to suspend the terms, in whole or in part, for the duration of the force majeure circumstances. The party facing the force majeure circumstances must cooperate and assist the injured party in all reasonable ways to minimize the impact of the force majeure on the injured party.
These Terms set out the entire agreement between the Buyer and the Owner and the Intermediary with respect to the purchase and sale of Tokens. For facts relating to the sale and purchase, Buyer agrees to rely solely on these Terms in determining purchase decisions and understands that the Terms govern the sale of Tokens and supersede any public statements about the Sale of Tokens made by third parties or by Owner and Intermediary or individuals associated with Owner and Intermediary, past and present, and current, in contemplation of the Resale.
Buyer, Owner and Intermediary agree that if any provision of these Terms is found to be illegal or unenforceable, in whole or in part, it shall become ineffective only to the extent that its invalidity or unenforceability is determined without affecting its validity or enforceability in any other way and without affecting the remaining provisions of this Agreement, which shall continue in full force and effect.
The failure of the Owner and the Intermediary to require or enforce strict compliance by the Buyer with any provision of these Terms or the failure of the Owner or the Intermediary to exercise any right under these Terms shall not be construed as a waiver of the Owner's or the Intermediary's obligations.
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 provided in these Terms, no representations, opinions, agreements, or other acts or omissions by the Owner and the Intermediary shall be deemed a modification of these Terms nor shall they be legally binding.
If there is more than one person forming a Buyer, then all representations, warranties, confirmations, covenants and agreements of the Buyer bind such persons jointly and each of them individually, and all benefits in favour of the Buyer are also in favour of such persons jointly and each of them individually.
The Owner and the Intermediary reserve the right, in their sole and absolute discretion, to change, modify, add or remove portions of these Terms at any time, including, without limitation, as reasonably necessary to comply with applicable law or regulation, by posting the modified Terms on the Website. Any Buyer shall be deemed to have accepted the modifications by purchasing tokens following such modification, and these modified Terms shall be effective immediately.
You will 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. Owner and 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 shall be binding upon and benefit their successors, assigns, heirs, executors, administrators and legal representatives.
The Buyer acknowledges and agrees that the Owner or the Intermediary intends to cooperate with all inquiries, subpoenas or requests for enforcement, provided that such inquiries, subpoenas or requests are fully supported and substantiated by law in the relevant jurisdictions in the Owner's or Intermediary's judgment.
Neither these Terms, nor the purchase of Tokens, create any form of partnership, joint venture or other similar relationship between the Buyer and the Owner or the Intermediary. Except as otherwise provided herein, these Terms are intended solely for the benefit of the Buyer, the Owner or the Intermediary and are not intended to confer third party beneficiary rights on any other person or entity.
Any sections or terms that by their nature should survive or are otherwise necessary to carry out the intent of these Terms will survive termination of these Terms.
These Terms do not limit any rights that the Owner or the Intermediary may have under any intellectual property or other laws. All rights and remedies available to the Owner or the Intermediary under these Terms or otherwise provided by law or in equity are cumulative and do not exclude any other rights or remedies that may be available to the Owner or the Intermediary.
All headings included in these Terms are included for convenience only and will not be taken into account in interpreting these Terms.
Any TOKERO party or other identifiable person who is not a party to these Terms may enforce any rights granted to it under these Terms itself as if it were a party to these Terms.
Notwithstanding any provision of these Terms, the consent or notice of any person who is not a party to these Terms shall not be required for any termination or agreement to any variation, waiver, assignment, novation, release or settlement under these Terms at any time.
The Owner and the Intermediary retain all right, title and interest in all Owner's or Intermediary's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, programs, compositions, formulas, techniques, data and information, whether or not patentable, copyrightable or trademarked, and any trademarks, copyrights or patents based thereon. No use may be made of any Owner's or Intermediary's intellectual property rights for any purpose without the prior written consent of the Owner or the Intermediary.
Tokens subject to the Lock-up Period and release mechanism as follows:
The vesting process starts at the IEO.
From that moment you will have 2 versions of NAVI on TOKERO: NAVI and NAVI-L (NAVI Locked).
The first installment of 10% will be released at the IEO (Initial Exchange Offering), the rest remains as NAVI-L. Thus, 10% of the NAVI allocation will be unlocked on the day of the first public listing on an exchange (29.11.2022).
There follows a 120-day break, then continuing with the next 540 releases, one per day, each release being made in proportion to the package quantity originally purchased. The amounts that will be unlocked daily will be truncated to whole values, after which the decimals will be summed and added to the last unlock (19.09.2024).