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:
and
Before buying tokens, you must carefully read and agree to these Terms. By clicking the checkboxes and the Register 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, please do not purchase the 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 with, and understand, the use and complexity of crypto tokens, including blockchain software systems. Acquirers should have expertise in the storage and transmission mechanisms associated with crypto tokens. While the Intermediary will be available to assist the token Purchaser 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 Purchaser. If you do not have such experience or expertise, then you should not purchase tokens nor participate in their re-sale. By participating in the re-sale of the token you are deemed to meet and understand the requirements set forth in this paragraph.
With the purchase of the SFIT tokens you express your consent that the Intermediary, the Owner or respectively former, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, distributors, service providers, parent company, 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:
NEITHER OF THESE TERMS CONSTITUTE AN INVESTMENT REQUEST OR INVESTMENT ADVICE, NOR DOES IT IN ANY WAY REFER TO AN OFFER OR REQUEST FOR AN OFFER TO PURCHASE SECURITIES IN ANY JURISDICTION. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE ROMANIAN 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 (II) ANY ACTIONS RESULTING THEREFROM.
The Purchaser 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 SFIT) contained in the request 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. The use of tokens will be governed primarily by other applicable terms and policies not within the control of the Owner and/or Intermediary.
The Owner and/or the Intermediary may add new terms and policies to this document and update the Terms at their discretion.
Sense4FIT is a "Fit to Earn" ecosystem that offers an online concept through a semi-dedicated app that includes fitness, nutrition, personal development and meditation, which will further develop into a hybrid concept with offline sporting events, boot camps and competitions.
The Sense4FIT app is a Web 3 Fit2Earn Lifestyle app built on the Elrond blockchain with game-fi elements that aim to help people become a better version of themselves and be rewarded as they reach their goals.
Social-Fi and Game-Fi elements help people get more engaged in achieving lifestyle goals while bringing the sports community together.
These experiences will be tied together via the $SFIT utility token, which will have multiple use cases within the ecosystem:
Sense4FIT aims to revolutionize the fitness industry, by employing a semi-decentralized approach and ensuring a motivating incentivization reward system. The immersive Fit2Earn model incorporated by Sense4FIT rewards users for every aspect of their transformational fitness journey, incorporating nutrition and mindfulness activities.
The Terms do not govern the use of tokens in connection with the Sense4FIT Platform. Any potential future use of tokens in connection with SFIT will be governed by the applicable Terms and Conditions, which will be determined by Sense4FIT (the token issuer) before or after the creation of the tokens.
Specifically, 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 Sense4FIT Platform or the Owner, the Associated Parties or their corporate affiliates, subject to the applicable terms and conditions to be determined by Sense4FIT (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 Purchaser is aware of the risks associated with the Owner, the Intermediary, the Sense4FIT Platform and the tokens.
You acknowledge and agree that the Sense4FIT Platform is at an early stage of development and may undergo significant changes over time.
The Purchaser hereby 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 the responsibility of Sense4FIT as issuer of the tokens.
Tokens subject to the Lock-up Period and release mechanism as follows:
The vesting process starts after TGE (token generation event).
From that moment on you will have 2 versions of Senese4FIT on TOKERO: SFIT and SFIT-L (SFIT Locked).
The first installment of 15% will be released 3 months from the TGE and the next 5 installments of 15% will be released every 4 months.
The last installment, namely that of the 27th month from the TGE, will be 10%.
The TOKERO platform does not commit to a deadline by which customers can withdraw SFIT tokens from the platform, nor does it commit to a deadline by which a buy-sell system for SFIT tokens will be implemented.
The Purchaser acknowledges that the delivery of the tokens is subject to the successful implementation of the Sense4FIT 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 Sense4FIT as issuer of tokens to deliver tokens assignable to the Purchaser.
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 Purchaser 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 Purchaser.
By purchasing tokens, the Purchaser agrees not to retain the Owner or the Intermediary, its affiliates, shareholders, directors or advisors liable for any tax liability associated with or arising out of the purchase of tokens.
The Purchaser is responsible for the decision to purchase tokens and has the legal authority and capability to accept these terms by purchasing tokens by the Purchaser. The Purchaser has the financial knowledge, expertise and experience to assess the risks of the purchase of tokens, 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 purchase of tokens. The Purchaser is qualified and authorized to make such an acquisition decision and, to the extent it deems necessary, has consulted its own legal advisers and counsel with respect to the acquisition of tokens. In their process of decision to purchase the 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 full power and authority under the governing instruments of that entity to do so, and that entity has full power and authority under its governing instruments to purchase tokens.
To the extent permitted by the applicable Romanian law, the Purchaser agrees to indemnify and hold harmless the Owner and the Intermediary and its 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 “TOKERO Party”) from and against any and all claims, demands, actions, liens, damages, losses, costs and expenses (including reasonable fees of attorneys) arising out of or relating to: (i) Purchaser's acquisition or use of tokens, (ii) Purchaser's responsibilities or obligations under these Terms, (iii) Purchaser's breach of these Terms, or (iv) Purchaser's breach of any rights of any other person or entity in connection with the tokens and/or these Terms. The Owner and/or Intermediary reserves the right to exercise exclusive control over the defense, at Purchaser'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 the Purchaser and the Owner or the Intermediary.
THE TOKENS ARE SOLD WITHOUT ANY WARRANTY OF ANY KIND. THE OWNER AND THE 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 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 Romanian law.
The Purchaser 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) the Owner and the Intermediary in any cause of action 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 Purchaser acknowledges that the Owner and the Intermediary are not liable for the conduct of third parties, the Platform or other purchasers of tokens and that the risk of purchasing and using tokens rests entirely with the Purchaser. In cases provided by Romanian law, in no event shall the Owner and the Intermediary be liable to any Purchaser for more than the amount the Purchaser 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 Romanian 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 Purchaser and the Owner and Intermediary in relation to the purchase and sale of tokens. For facts relating to the sale and acquisition, the Purchaser 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, in consideration of the Re-Sale.
Purchaser, 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 Owner and Intermediary to require or enforce strict compliance by Purchaser with any provision of these Terms or the failure of Owner or Intermediary to exercise any right under these Terms shall not be construed as a waiver of Owner's or Intermediary's obligations.
The express waiver by Owner and 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 Owner and Intermediary shall be deemed a modification of these Terms nor shall they be legally binding.
Whether a Purchaser is constituted by more than one person, then all declarations, guarantees, confirmations, undertakings and agreements of the Purchaser shall be binding on such persons jointly and each of them individually, and all benefits in favor of the Purchaser shall be in favor of such persons jointly and each of them individually.
Owner and 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 web site. Any Purchaser 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 inure to the benefit of their successors, assigns, heirs, executors, administrators and legal representatives.
Purchaser acknowledges and agrees that Owner or 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 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 Purchaser and Owner or Intermediary. Except as otherwise provided herein, these Terms are intended solely for the benefit of Purchaser, Owner or 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 Owner or Intermediary under these Terms or otherwise provided by Romanian law or in equity are cumulative and do not exclude any other rights or remedies that may be available to Owner or 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 rights, titles and interests in all Owner's or Intermediary's intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, brands, 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 Intermediary.