TERMS AND CONDITIONS FOR TOKEN RESALE AND PURCHASE

BEFORE ENTERING INTO THIS AGREEMENT, PLEASE READ CAREFULLY THE TERMS AND CONDITIONS FOR THE RESALE AND PURCHASE OF TOKENS. BY PROVIDING YOUR CONSENT, YOU ACKNOWLEDGE THAT YOU ARE AWARE OF CERTAIN RISKS ASSOCIATED WITH THE ACQUISITION OF THE TOKENS DESCRIBED HEREIN AND YOU AGREE TO ASSUME SUCH RISKS WITH ANY TOKEN PURCHASE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE THE TOKENS DESCRIBED HEREIN.


The following Terms and Conditions for the resale and purchase of tokens (these “Terms”) constitute an agreement between:


  1. TOKERO SALES S.R.L., a limited liability company established and existing under the laws of Romania, registered with the Trade Register under no. J16/395/2024, having tax identification code 49606035, with its registered office in Romania, Municipality of Craiova, Deceneu Street, no. 22, building 22A, ground floor, ap. 2, Dolj County (hereinafter referred to as “TOKERO SALES” or the “Owner”);


  2. GLOBE MONNAIE S.R.L., a limited liability company established and existing under the laws of Romania, registered with the Trade Register under no. J16/1839/2017, having unique registration code 37865699 and VAT code RO44092588, with its registered office on Brazda lui Novac Street, no. 44, 1st floor, Craiova, Dolj County (hereinafter referred to as “TOKERO” or the “Intermediary”);


    3. and


  3. YOU, or the entity you represent (“you”, the “Purchaser” or the “Buyer”), and include the Terms and Conditions under which you will acquire ownership rights over the $TOKERO cryptographic tokens.


Before purchasing tokens, you must carefully read and agree to these Terms. By checking the boxes and clicking the “Buy Now” button on the website to purchase tokens, you confirm and agree to be bound by these Terms and any incorporated terms. If you have further questions, please contact the Intermediary at [email protected]. If any of these terms are unacceptable to you, do not purchase the tokens.

Before purchasing tokens, you should carefully review these Terms and, if necessary, consult a lawyer, accountant, and/or tax professional.

Token purchases should only be made by individuals or companies with significant experience in and understanding of cryptographic tokens, including blockchain-based software systems. Purchasers should have expertise in storage and transmission mechanisms associated with cryptographic tokens. While the Intermediary may assist the Purchaser in the resale process, neither the Owner nor the Intermediary shall be held liable for any loss of cryptocurrency, including tokens, resulting from the Purchaser’s actions or omissions. If you do not have such experience or expertise, you should not purchase tokens or participate in their resale. By participating in the token resale, you are deemed to meet and understand the requirements stated in this paragraph.

By purchasing $TOKERO tokens, you expressly consent that neither the Intermediary, the Owner, nor their past, present, or future employees, officers, directors, contractors, consultants, shareholders, suppliers, distributors, service providers, parent companies, branches, subsidiaries, agents, representatives, predecessors, or successors shall be held liable for any losses or special, incidental, or consequential damages arising out of or in any way related to the resale of tokens, including losses associated with these Terms, to the extent permitted by law.

You acknowledge, understand, and agree to the following:

  • By acquiring the Tokens, you are bound by these Terms and Conditions.

  • The Tokens do not carry any rights, uses, or attributes other than those determined by TOKERO and governed by these Terms and Conditions.

  • A purchase of Tokens is non-refundable and irrevocable.

  • Any invalid and/or duplicate token purchase entries will be disqualified.

  • A token purchase involves various risks which may result in the total loss of the funds paid.

  • The Intermediary reserves the right to reject or cancel token purchase requests at any time, at its sole and absolute discretion.

  • The Tokens are not backed by assets to which a purchaser has any rights or access.

  • Certain individuals, including those who purchased tokens earlier than you, may have received more tokens for the same amount paid.

  • These Terms limit the liability of the Owner and the Intermediary with respect to the resale of tokens.

You have reviewed to your satisfaction all disclosures concerning the risks associated with purchasing tokens, including, but not limited to, the extended risk factors outlined in this document.

NONE OF THESE TERMS CONSTITUTE AN INVESTMENT SOLICITATION OR INVESTMENT ADVICE, NOR DO THEY CONSTITUTE AN OFFER OR INVITATION TO PURCHASE SECURITIES IN ANY JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EACH OF THE OWNER AND THE INTERMEDIARY (COLLECTIVELY, THE “ASSOCIATED PARTIES” AND INDIVIDUALLY AN “ASSOCIATED PARTY”) EXPRESSLY DISCLAIM AND SHALL NOT BE HELD LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, INCOME, OR DATA, OR LOSS OF USE), ARISING OUT OF OR IN CONNECTION WITH (I) THE ACCEPTANCE, OMISSION, OR INACCURACY OF INFORMATION OR (II) ANY ACTIONS RESULTING THEREFROM.


The Purchaser agrees to purchase, and the Owner agrees to sell, the tokens under the following terms:


1. Acceptance of Terms

These Terms become binding for all parties upon the first action of clicking on the package selection button, then clicking “I confirm that I have read and agree to the terms and conditions for this launchpad,” followed by clicking the “Buy Now!” button included in the token purchase request form under the OTC scheme.

Unless otherwise stated, these Terms govern only the acquisition of tokens from the Owner during the Token Resale. The use of the tokens shall primarily be governed by other applicable terms and policies not under the control of the Owner and/or the Intermediary.

The Owner and/or the Intermediary may add new clauses and policies to this document and may update the Terms at their discretion.


2. Purpose and Use of the Tokens

TOKERO's mission is to significantly increase the number of financially educated individuals. TOKERO strives to create and integrate the new generation of Web3 specialists into their careers, revolutionizing the way financial education is delivered. It also employs the most modern and engaging tools and technologies, including cryptocurrencies and blockchain.

Financial education has a major impact on people's lives. Financially educated individuals can manage their resources more efficiently, reduce financial stress, plan their futures confidently, avoid scams, and contribute to a more stable and prosperous society.

TOKERO helps users progress in their careers—from beginners to professionals, entrepreneurs, and even investors—by offering them a real technical and business ecosystem. Unlike most projects, it offers not just education but also career opportunities. From zero to hero!

The $TOKERO Solution:

A complex (360-degree) business ecosystem and an educational and career development program through which you can grow from a beginner user into a professional, entrepreneur, or investor. The central tool and the fuel of this entire ecosystem is the TOKERO Level UP token.

These Terms do not govern the use of tokens in connection with the TOKERO Platform. Any potential use of the tokens in connection with $TOKERO will be governed by applicable Terms and Conditions as determined by the token issuer.

TOKERO reserves the right to introduce new terms or policies at its sole and absolute discretion. Furthermore, TOKERO reserves the authority to periodically update each of the applicable Terms and Conditions in accordance with the amendment procedures set forth therein.

Specifically, you understand and agree that, unless expressly provided otherwise in these Terms, the tokens do not represent or confer any ownership rights, participation rights, securities, or equivalents, nor the right to receive future income, intellectual property rights, or any other form of participation related to the TOKERO Platform, the Owner, the Associated Parties, or their corporate affiliates. Tokens are not intended to represent a loan agreement, electronic money, a security, a commodity, or any other type of financial instrument.

The Purchaser acknowledges the risks associated with the Owner, the Intermediary, the TOKERO Platform, and the tokens. Token holders recognize that the $TOKERO tokens are intended solely to provide access to services designed in relation to the Platform by TOKERO, as described throughout these Terms.


3. Token Delivery

The Purchaser agrees that the delivery of tokens is not under the control of the Owner or the Intermediary and, at the same time, accepts the risks associated with or arising from the purchase of tokens. Token delivery depends exclusively on TOKERO as the issuer of the tokens.

In the case of $TOKERO token purchases made via the over-the-counter (OTC) acquisition mechanism, at a preferential price, the Purchaser benefits from a discount based on the agreed conditions for token lock-up (cliff & vesting), only if a valid invitation code is used when placing the order.

The delivery of tokens purchased with a discount shall be made according to the following release schedule:


  • 10% discount: 1-month cliff, followed by 20% monthly release; full vesting: 6 months

  • 20% discount: 2-month cliff, followed by 20% monthly release; full vesting: 7 months

  • 30% discount: 3-month cliff, followed by 20% monthly release; full vesting: 8 months

  • 40% discount: 4-month cliff, followed by 20% monthly release; full vesting: 9 months

  • 50% discount: 6-month cliff, followed by 20% monthly release; full vesting: 11 months

By accepting the Terms and Conditions, the Purchaser understands that these conditions are firm and cannot be modified after the order has been placed. Any request for early withdrawal of tokens prior to the end of the vesting period will be deemed null and void.

The Purchaser also acknowledges that TOKERO offers no assurance or guarantee that the Platform or $TOKERO will meet expectations regarding market fit, network adoption, or distribution. TOKERO makes no promise or representation regarding the success of the overall strategic concept for the Platform or for $TOKERO, as it depends on general market conditions and market responsiveness. Therefore, the Purchaser will not be able to hold TOKERO liable in any way for such matters.

The token holder acknowledges that TOKERO reserves the right to periodically update the documentation (e.g., whitepaper) related to $TOKERO, which may include modifications to token metrics, issuance/supply plans, or other aspects, as deemed necessary to meet business requirements. With each interaction involving $TOKERO, the token holder is deemed to have reviewed and accepted the updated documentation and to have remained informed of the most recent version before proceeding.


4. Taxation of Tokens and Taxation Related to Token Resale

The purchase price you pay for the tokens does not include any applicable taxes. You are solely responsible for determining what taxes, if any, apply to your token purchase, including, for example, sales, use, value-added taxes, or other similar taxes. You are also responsible for withholding, collecting, reporting, and remitting the correct taxes to the appropriate tax authorities.

Neither the Owner nor the Intermediary shall be held responsible for withholding, collecting, reporting, or remitting any sales, use, value-added, or similar taxes arising from your acquisition of tokens.

The Purchaser is solely responsible for determining whether the acquisition of tokens or the potential appreciation or depreciation in the value of the tokens over time has tax implications for the Purchaser.

By purchasing tokens, the Purchaser agrees not to hold the Owner, the Intermediary, their affiliates, shareholders, directors, or advisors liable for any tax liability associated with or arising from the acquisition of tokens.


5. Capacity and Experience

The Purchaser is responsible for the decision to acquire tokens and has the legal competence and capacity to accept these Terms through the purchase of tokens. The Purchaser possesses the financial knowledge, expertise, and experience to evaluate the risks of acquiring tokens, is aware of the inherent risks involved in such purchases and the methods by which assets are held and/or traded, and is able to bear the risk of the total loss of their token purchase.

The Purchaser is qualified and authorized to make such a purchasing decision and, if deemed necessary, has consulted their own legal and financial advisors regarding the acquisition of tokens. In making the decision to purchase tokens, the Purchaser has not relied on any advice or recommendation from the Owner, the Intermediary, or any of their affiliates.

To the extent the Purchaser is acting on behalf of an entity, the Purchaser represents and warrants that they have full authority under the governing instruments of such entity to do so, and that the entity itself has full power and authority to acquire tokens under its own governing instruments.


6. Indemnification

To the extent permitted by applicable law, the Purchaser agrees to indemnify and hold harmless the Owner and the Intermediary, as well as their past, 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 claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

(i) the Purchaser’s acquisition or use of tokens,

(ii) the Purchaser’s responsibilities or obligations under these Terms,

(iii) the Purchaser’s breach of these Terms, or

(iv) the Purchaser’s violation of any rights of any other person or entity in connection with the tokens and/or these Terms.

The Owner and/or Intermediary reserve the right to assume exclusive control over the defense, at the Purchaser’s expense, of any claim subject to indemnification under this section, including the 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 Intermediary.


7. Disclaimer of Warranties

THE TOKENS ARE SOLD WITHOUT ANY WARRANTIES OF ANY KIND. THE OWNER AND THE INTERMEDIARY EXPRESSLY DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES REGARDING THE TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND ANY 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, ERROR-FREE, OR WILL MEET THE PURCHASER’S REQUIREMENTS OR THAT DEFECTS IN THE TOKENS WILL BE CORRECTED. THE OWNER AND THE INTERMEDIARY DO NOT AND CANNOT REPRESENT OR WARRANT THAT THE TOKENS, THEIR USAGE, OR THEIR DELIVERY MECHANISM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE OWNER AND THE INTERMEDIARY DO NOT WARRANT THAT THE USE OF TOKENS WILL BE UNINTERRUPTED.

The disclaimers and other risk disclosures contained in these Terms shall apply to the maximum extent permitted by applicable law.


8. Limitation of Liability

The Purchaser acknowledges and agrees that, to the fullest extent permitted by law, the limitation of liability provided herein applies to any damages or injuries of any kind caused by or related to:

(i) the use or inability to use the tokens; or

(ii) the Owner and the Intermediary in any legal cause or action of any kind in any jurisdiction, including but not limited to actions for breach of warranty, breach of contract, or tort (including negligence). The Owner and the Intermediary shall not be liable in any manner for losses resulting from the use, inability to use, or purchase of tokens, or from any interaction with the smart contract related to the token implemented in connection with this.

The Purchaser acknowledges that the Owner and the Intermediary are not responsible for the conduct of third parties, the platform, or other token buyers, and that the risk of purchasing and using tokens lies entirely with the Purchaser.

Where required by law, in no case shall the Owner or the Intermediary be liable to any Purchaser for more than the amount paid by the Purchaser to the Owner for the acquisition of the tokens. The limitations and exclusions of liability in this section shall apply to the extent permitted by law.

TOKERO makes no promise or representation as to the success of the overall strategic concept of the Platform or of $TOKERO, as such success depends on general market conditions and market receptiveness. Consequently, token holders shall not hold TOKERO responsible in any way for such matters.


9. Force Majeure

Neither the Owner nor the Intermediary shall be liable for non-performance caused by unforeseeable events such as material delivery delays, embargoes, governmental or regulatory orders, civil or military actions, emergency conditions (including weather conditions), acts of terrorism, security issues caused by the technology used, failure of the blockchain hosting the Tokens, or any similar unforeseen events that render performance commercially impractical.

In the event of a force majeure occurrence, the party affected by the other party’s inability to perform may choose to suspend these Terms, in whole or in part, for the duration of the force majeure circumstances. The party facing force majeure must cooperate and assist the affected party in all reasonable ways to minimize the impact of the force majeure event.


10. Miscellaneous

A. Entire Agreement

These Terms constitute the entire understanding between the Purchaser and the Owner and the Intermediary regarding the purchase and sale of tokens. For matters relating to such sale and purchase, the Purchaser agrees to rely solely on these Terms when making purchasing decisions and understands that these 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 any individuals associated with them, past or present.


B. Severability

The Purchaser, the Owner, and the Intermediary agree that if any provision of these Terms is found to be illegal or unenforceable, in whole or in part, it shall be ineffective only to the extent of such invalidity or unenforceability without affecting the validity or enforceability of the remaining provisions of this Agreement, which shall remain in full force and effect.


C. No Waiver

The failure of the Owner or the Intermediary to require or enforce strict compliance by the Purchaser with any provision of these Terms, or to exercise any right under these Terms, shall not be construed as a waiver of such rights or provisions.

Any express waiver by the Owner or 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 statement, notice, agreement, or omission by the Owner or the Intermediary shall be deemed to modify these Terms or be legally binding.


D. Multiple Purchasers

If more than one person constitutes a Purchaser, then all representations, warranties, acknowledgments, commitments, and agreements of the Purchaser shall bind those persons jointly and severally, and all benefits in favor of the Purchaser shall be in favor of such persons jointly and severally.


E. Amendments; Updates to Terms

The Owner and the Intermediary reserve the right, at their sole and absolute discretion, to change, modify, add, or remove portions of these Terms at any time, including, but not limited to, as reasonably necessary to comply with applicable law or regulations, by posting the amended Terms on the website. Any Purchaser shall be deemed to have accepted the modifications by purchasing tokens after such changes. All changes to these Terms shall take effect immediately upon being posted on the Platform.


F. Assignment

You may not assign these Terms without the prior written consent of the Owner or the Intermediary. Any assignment or transfer in violation of this paragraph shall be null and 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 shall be binding upon and inure to the benefit of their successors, assignees, heirs, executors, administrators, and legal representatives.


G. Cooperation with Law Enforcement

The Purchaser acknowledges and agrees that the Owner or the Intermediary intends to cooperate with any and all inquiries, subpoenas, or enforcement requests from law enforcement agencies, provided such inquiries, subpoenas, or requests are fully supported and legally grounded under the laws of the relevant jurisdictions, as determined by the Owner or the Intermediary.


H. Relationship of the Parties

These Terms and the purchase of tokens do not create any form of partnership, joint venture, or other similar relationship between the Purchaser and the Owner or the Intermediary. Unless expressly stated otherwise herein, these Terms are intended solely for the benefit of the Purchaser, the Owner, or the Intermediary, and are not intended to grant third-party beneficiary rights to any other person or entity.


I. Survival

Any sections or provisions which by their nature should survive, or are otherwise necessary to fulfill the purpose of these Terms, shall survive the termination of these Terms.


J. Remedies

These Terms do not limit any intellectual property or other legal rights the Owner or the Intermediary may have. All rights and remedies available to the Owner or the Intermediary under these Terms or otherwise, whether provided by law or in equity, are cumulative and do not exclude any other rights or remedies.


K. Headings

All headings included in these Terms are for convenience only and shall not be considered when interpreting the 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 them under these Terms as if they were a party.

Notwithstanding any clause in these Terms, the consent or notice of any person who is not a party shall not be required for any termination, variation, waiver, assignment, novation, release, or settlement under these Terms.


M. Intellectual Property

The Owner and the Intermediary retain all rights, title, and interest in all their intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, trademarks, methods, programs, compositions, formulas, techniques, data, and information, whether or not patentable, copyrightable, or trademarkable, and any associated trademarks, copyrights, or patents. No intellectual property rights of the Owner or the Intermediary may be used for any purpose without their prior written consent.