TERMS AND CONDITIONS
TRILLIANT “TRIL TOKEN” TERMS AND CONDITIONS
for the “Purchase” of “TRIL Tokens” as part of the Trilliant Tokensale (the “Tokensale")
Please read these terms and conditions (the “Terms”) carefully. Note that by sending Ether to the Trilliant Tokensale smart contract address or Fiat Currency to the Trilliant bank account you fully agree to these terms and conditions. If you do not agree to these terms and conditions of the Trilliant Tokensale, do not purchase tokens or participate in the Tokensale.
These terms and conditions are agreed between the subscriber (the “Subscriber”) and
The Board of Directors of the Issuer Crypto Capital AG („the Issuer") Bahnhofstrasse 10 CH – 8001 Zurich
Preamble: Trilliant Project and Tokensale Information
- The Issuer is a company that is developing state-of-the-art cryptocurrency ATMs which the Issuer plans to produce and then operate in a number of countries.
- Furthermore, the Issuer will divide all operated hardware into Fractional Ownership Units under its Fractional Ownership Program and then sell these Units on the Issuer's website.
- Ownership Units are similar to Revenue Sharing Agreements and entitle the Unit owner to participate in a share of the revenues produced by the respective hardware.
- In order to finance its operations, the Issuer is conducting a Tokensale ("Tokensale") in the Q3 2018.
- The TRIL Token sold during the Tokensale can be used to purchase Fractional Ownership Units or pay for Transaction Fees at the Issuer's ATMs.
- These terms and conditions of the rights and obligations of the Issuer as well as of the Subscriber are laid down in these Terms, according to Swiss law. In any other jurisdiction, these Terms are meant to provide the Subscriber with relevant information regarding the Tokensale and in particular the risks, without claiming to be complete.
- These Terms relate to a cryptocurrency-related Tokensale and might therefore contain unexpected, surprising clauses simply due to the fact that there is no existing standard for Tokensales yet.
- Please read these Terms carefully to ensure that you have understood and acknowledged any provisions contained in these Terms.
- The Issuer is a company limited by shares under Swiss law which has been registered in the commercial register of the canton of Zurich (Switzerland) on May 30, 2008 under registration number CHE-114.326.916. The share capital amounts to CHF 250.000 and has been fully paid in.
- Any purchase and sale of TRIL Tokens shall be on the terms and conditions set forth in these Terms. The latest and relevant version of these Terms is available at www.trilliant.io/terms-and-conditions.
SUBSCRIPTION OF TRIL TOKENS
- The purchaser of TRIL Tokens (the “Subscriber”) hereby irrevocably offers to purchase Trilliant.io Tokens (“TRIL Tokens”) during the Trilliant Tokensale.
- For Subscribers paying in the cryptocurrency Ether, the amount of TRIL Tokens purchased by the Subscriber is determined by the amount of cryptocurrencies he sends to the Trilliant Tokensale smart contract address on the Ethereum blockchain, shown on the www.trilliant.io website, and the date and time of the receival of these funds by the smart contract, according to the respective bonus scheme stated in the Trilliant whitepaper (the “Whitepaper”).
- Subscribers wanting to contribute in cryptocurrencies other than Ether, the website will show instruc- tions how to convert these other cryptocurrencies into Ether and then contribute to the smart contract using these newly converted Ether.
- Subscribers paying in cryptocurrencies acknowledge and agree that the Subscription Funds shall become immediately available to the Issuer, once they have been accepted by the Issuer's smart contract, and that the Issuer may use these funds for general corporate purposes.
- Subscribers paying in cryptocurrencies direct that, upon acceptance of their Subscription Funds by the Issuer's smart contract, the purchased TRIL Tokens will be displayed on the respective user account of the Subscriber on the Issuer's website. The Subscriber acknowledges that he needs to create an account on the Issuer's website, as stated in clause 5.1. of these Terms.
- For Subscribers paying in Fiat Currencies, such as USD, EUR, CHF, or other Fiat Currencies, the details and amount/price of TRIL Tokens purchased by the Subscriber are explained in clause 1.2. of Attachment I of these Terms. Subscribers contributing in Fiat Currencies will need to fill out and sign the attached Subscription Agreement (the “Agreement”) and enter the exact amount of Fiat Currency they wish to contribute, the desired currency in which they wish to contribute, and their registered user account email address, as described under clause 5.1. of these Terms.
- All Subscription Funds and contributions are subject to the Terms of these Trilliant Terms and Conditions. Subscription Funds received by the Issuer in Fiat Currency are also subject to the conditions stated in Attachment I (“TRIL Token Subscription Agreement for Fiat Currency Contributors”) of these Terms.
TRIL TOKENS AND TOKENSALE
- The Issuer issues TRIL Tokens for a maximum aggregated principal amount (the “Hardcap”) equivalent to 40,000 Ether, a cryptocurrency. According to the total amount of subscriptions made during the Tokensale period and depending on the relevant bonus schemes stated in the Issuer's whitepaper, a certain amount of TRIL Tokens will be issued during the Issuer's Tokensale.
- The Tokens are structured as simple cryptocurrency payment (currency) tokens and do not represent equity or any type of security of the Issuer's capital.
- The Tokens can be subscribed at any time during the subscription period (the “Subscription Period”) whose exact dates will be announced on the Trilliant website at www.trilliant.io. The subscription period ends (i) on the end date that is announced on the Trilliant website, or (ii) once the Hardcap is reached. The Issuer has the right but not the obligation to extend the Subscription Period, if he deems necessary. A shortening of the Subscription Period is not permitted. The Issuer can cancel the Tokensale at any time for legal reasons.
- The exact price and amount of bonus tokens for a Subscription at any particular point in time is described in the Issuer's Whitepaper.
- Adding to the total amount of TRIL Tokens subscribed by Subscribers during the Issuer's Tokensale and following the conclusion of the Subscription Period, a fixed amount of further TRIL Tokens will be issued for compensation of management, founders, directors, advisors, and others. The exact amount of further TRIL Tokens depends on the total amount of TRIL Tokens issued during the Tokensale and is stated in the Whitepaper which is publicly available on the Issuer's website. Once these further TRIL Tokens are released, no more TRIL Tokens will be created.
- The TRIL Tokensale has a minimum cap of 2,500 Ether, meaning that Trilliant will only proceed with their operations if this minimum cap of contributions is achieved. In case the minimum cap is not reached, contributors of the public sale will get their contributions back within 8 weeks of the conclusion of the token sale. Contributors who have made their contribution during the private sale will not be reimbursed.
- TRIL Tokenholders shall have no shareholder rights, in particular, no rights to participate, engage in or vote in the Issuer's shareholder meeting or to subscribe to any securities to which shareholders of the Issuer have subscription rights. The Tokens do not convey any right in a liquidation surplus.
- TRIL Tokens shall only be subscribed by and transferred to persons satisfying the qualifications described in these Terms and the legal requirements according to their respective laws. The transfer of TRIL Tokens does not require the consent of the Issuer or any other Tokenholder. Technically, the assignment and transfer of the TRIL Token shall be performed by way of transfer of the Token on the Ethereum blockchain.
REPRESENTATIONS AND WARRANTIES
- The Subscriber represents, warrants and acknowledges to the Issuer the following conditions:
- The Subscriber understands that the TRIL Tokens have not been and will not be registered under the Securities Act or the securities law of any state; and that the Issuer is not obligated to file and has no current intention of filing with the U.S. Securities and Exchange Commission or with any other state securities administration authority.
- The applicable laws of the Issuer's jurisdiction do not require the Issuer to file a prospectus or similar document or to register the Tokens or to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the Issuer's jurisdiction.
- The Subscriber will not be entitled to rely on or use the civil remedies available under the Legislation and the Subscriber will not receive information that the Issuer would otherwise be required to provide to the Subscriber in accordance with the Legislation.
- The Subscriber's offer to subscribe for the TRIL Tokens pursuant to these Terms is unconditional and irrevocable.
- The Subscriber's decision to subscribe for the TRIL Tokens has not been induced by any representations or warranties by the Issuer with respect to the present or future value of the Issuer's Tokens or by the Issuer having its Tokens listed for trading on any cryptocurrency exchange at any time in the future, and the Subscriber has not received any advice in respect of this Subscription from any person purporting to be a director, officer, employee or agent of the Issuer or of any affiliate of the Issuer.
- The Subscriber is aware and has been advised that: a. the Subscription Funds represent seed or risk capital for the Issuer, b. the Issuer is in an early development stage of its existence, c. there is currently no market for the Tokens of the Issuer and the Subscriber may never be able to sell the Tokens, d. the Issuer has no substantial assets, e. the Issuer is not in the business of trading Tokens and accordingly, is not registered as a dealer with any securities commission in the world.
- The Subscriber is aware of the characteristics of the TRIL Tokens and is aware of and has considered the risks inherent in their purchase. The Subscriber confirms that he has been briefed by the Issuer on all adherent risks associated with the acquisition, possession, and use of tokens and acknowledges these risks. By acknowledging these Terms and completing the Subscription process, the Subscriber acknowledges responsibility for any damages suffered as a result of the realization of these risks, and he confirms that he has evaluated the merits and risks of his purchase of TRIL Tokens.
- The Subscriber acknowledges that he is able to fend for himself, can bear the economic risk of, and withstand the complete loss of, his contribution, and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of the Subscriptions of the tokens.
- The Subscriber has been given an opportunity to review all material information about the Issuer and its business affairs relevant to the Subscriber's decision to participate in the Issuer 's Tokensale and the Subscriber has been advised and given the opportunity to seek independent legal advice with respect to the nature and legal effect of these Terms. He further acknowledges that he has reviewed all information contained in the Issuer's whitepaper, website and every other information channel that the Issuer offers and which is publicly available and he acknowledges that no representation or warranty is made by the Issuer or its affiliates as to the accuracy or completeness of the Issuer's information.
- The Subscriber is knowledgable of, or has been independently advised as to, the applicable law of the international Jurisdiction which would apply to these Terms, if any.
- The Subscriber confirms that the Subscriber has sufficient understanding of blockchain technology, the general functioning of tokens and the Issuer's business model.
POWER OF ATTORNEY AND AUTHORIZATION
- The Subscriber hereby irrevocably appoints the President or Chief Executive Officer of the Issuer, or such other authorized person duly appointed by the Issuer, as attorney in fact for the Subscriber to make and sign on behalf of the Subscriber and to deliver any documents which such attorney sees fit in his sole discretion to give on the behalf of the Subscriber to cryptocurrency exchanges or other competent regulatory authorities having jurisdiction over the Issuer and the Subscriber.
- The Subscriber hereby authorizes the Issuer to correct any minor errors in, or complete any minor information missing from, any document which has been executed by the Subscriber and delivered to the Issuer with respect to this Subscription. The Subscriber further authorizes the Issuer to provide to the applicable regulator(s) such personal information of the Subscriber as may be required by the applicable legislation.
- If the Subscriber is an individual, he confirms that he has the legal capacity to execute this Agreement and to grant the power of attorney contained herein.
- If the Subscriber is a corporation, he confirms that he has the legal capacity to execute this Agreement and to grant the power of attorney contained herein and has taken all necessary steps and effected all necessary corporate actions and approvals to execute this Agreement and to grant the power of attorney contained herein.
- The Subscriber acknowledges that he needs to register an account at the Issuer's website at www. trilliant.io. During the registration process, the Subscriber needs to input his master data (name, email address, place of residence). The Subscriber is also obliged to notify the Issuer of any changes in the master data without delay.
- The Subscriber acknowledges and consents to the fact that the Issuer is collecting personal
information of the Subscriber for the purpose of completing his Subscription. The Subscriber
acknowledges and consents to the Company retaining such personal information for as long as
permitted or required by law or business practices. The Subscriber agrees and acknowledges that the
Issuer may use and disclose such personal information:
- for internal use with respect to managing the relationships between and contractual obligations of the Issuer and the Subscriber;
- for disclosure to professional advisers of the Issuer in connection with the performance of their professional services;
- for disclosure to regulatory authorities and other regulatory bodies within the jurisdiction with respect to reports of trade or similar regulatory filings, such specific authorization to the disclosure of personal information being provided by the Subscriber;
- for disclosure to a governmental or other authority to which the disclosure i srequired by court order or subpoena compelling such disclosure where there is no reasonable alternative to such disclosure;
- for disclosure to any person where such disclosure is necessary for legitimate business reasons and is made with the Subscriber's prior written consent;
- for disclosure to a court determining the rights of the parties under this Agreement; and
- for use and disclosure as otherwise required or permitted by law.
- In addition, the Subscriber further acknowledges and consents to the fact that the Issuer may be required to provide any other authority or cryptocurrency exchange with any personal information provided by the Subscriber, and may make other filings of such personal information as the Issuer's counsel deems appropriate. The Subscriber hereby consents to and authorizes the foregoing use and disclosure of such personal information and agrees to provide, on request, all particulars required by the Issuer in order to comply with the foregoing.
- The Subscriber accepts, that once he has registered at the Trilliant website and created his user account, he will automatically be added to the Trilliant newsletter and will regularly receive company and project updates to his registered email address.
MONEY LAUNDERING LEGISLATION
- The Subscriber represents and warrants that the funds, either in cryptocurrencies or Fiat Currencies, representing the aggregate purchase price in respect to his purchase of TRIL Tokens which will be ad- vanced by the Subscriber to the Issuer hereunder, will not represent proceeds of crime. The Subscriber acknowledges that the Issuer may in future be required by law to disclose the Subscriber's name and other information relating to the Tokensale and the Subscriber's subscription hereunder, on a confidential basis. To the best of the Subscriber's knowledge, none of the Subscription funds to be provided hereunder i) have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Switzerland, the European Union or any other jurisdiction, or ii) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Issuer if the Subscriber discovers that any such representation ceases to be true, and shall provide the Issuer with appropriate information in connection therewith.
- The Subscriber is purchasing as principal for its own account and will be the sole beneficial owner of the tokens. The Subscriber further acknowledges that he does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person, with respect to any of the Tokens.
- The Subscriber acknowledges that he has to complete a KYC/AML check for the Subscription of the TRIL Tokens which must be in form and substance satisfactory to the Issuer. The KYC/AML check is carried out after completing the Subscription process by providing necessary information with regard to identification of the Subscriber, beneficial owner, and origin of the funds, the scope and type of information depending on the type of investor and the investment volume.
- The Subscriber is obliged to collaborate with regard to the KYC/AML check and to provide any infor- mation and documents deemed necessary by the Issuer.
- The Issuer may reject the Subscriber in its sole discretion without being obliged to disclose any reason for the rejection.
- In case the KYC/AML check does not go through, the Issuer will contact the Subscriber by email or other means to obtain the information and documents needed. In case the Subscriber does not provide the documents in the requested form and any other information requested to satisfy the KYC/AML check within 10 (ten) business days of the Issuer ́s request, the Issuer may reject the Subscriber and the costs for the KYC/AML check will be at the cost of the Subscriber. Additionally, the Issuer has the right to partially or fully withhold the received amounts for any costs or damages incurred by the Issuer. All kind of remittance fees either for Fiat Currency or for cryptocurrencies shall be borne by the Subscriber.
- In case the Subscriber delivers all required documents in the requested form and any other information required within 10 (ten) business days from the Issuer ́s request but the Issuer determined in its sole discretion that the condition precedent is not satisfied without giving reason, the Subscriber will be refunded. Refunds will usually, but not necessarily, be made the same way as the contribution was done.
- Any claims of the Tokenholders and Subscriber against the Issuer under these Terms and under the tokens are denominated in the cryptocurrency Ether and not in legal tender means of payment (“Fiat Currency”). No obligation of the Issuer vis-à-vis the Tokenholder shall be owed in Fiat Currency. No rights to exchange crytpocurrencies into Fiat Currencies are provided by these Terms, neither does the Issuer provide for any exchange facility. Even in case the Subscriber paid in any Fiat Currency for the subscription of the tokens, no claim of repayment or redemption by means of Fiat Currency shall exist.
- In case of a so-called hard fork (split up) of the Ethereum blockchain, the Issuer may choose in its free discretion which of the cryptocurrencies resulting from and existing following such hard fork will denominate the claims of the Tokenholders under these Terms.
- The Tokens and respectively the Tokenholders shall not participate in the loss of the Issuer. Such loss shall not reduce the amount of TRIL Tokens the Subscriber holds after the completion of the Tokensale.
- Any obligation of the Tokenholders to make additional contribution shall be excluded.
- If and to the extent required to eliminate a net equity shortfall of the Issuer in the sense of Article 725 para. 2 of the Swiss Code of Obligation (CO), the Tokenholder hereby irrevocably and unconditionally declares to the Issuer that any amount outstanding now or in the future under the Tokens shall be subordinated to all current and future claims of creditors of the Issuer. During such term, this amount shall be deferred and it shall be understood and agreed that none of the claims may neither fully nor partially be repaid, set-off, novated, or otherwise be fulfilled and no new TRIL Tokens may be created in relation to such claims.
- If the Issuer is declared bankrupt by a court or if the Issuer makes a general assignment, arrangement or composition with or for the benefit of its creditor, the Tokenholders herewith waive their claims to the extent required to cover from the liquidation proceeds the claims of the other creditors and the claims arising in connection with the liquidation procedure.
- No Tokenholder shall be entitled to set off any claims arising under these Terms against any claims that the Issuer may have against it. The Issuer may not set off any claims it may have against any Tokenholder against any of its obligations under these Terms.
- The Subscriber and the Issuer shall, from time to time and without further consideration, do and perform such other acts and execute and deliver such other documents and instruments as may be reasonably necessary to effect the transactions contemplated by these Terms.
- The Subscriber agrees to update its residential address as necessary from time to time by delivery of notice in writing to the Issuer at his beforementioned address, or via email.
- These Terms and its attachments constitute the entire agreement between the Subscriber and the Issuer and there are no other agreements, representations, warranties, conditions or covenants, express or implied, whether written or oral, concerning or affecting the transactions contemplated hereunder. All prior agreements, representations, warranties, conditions and covenants concerning the subject matter of these Terms are hereby amended and replaced by the terms and conditions hereof.
- The Subscriber acknowledges and agrees that the Issuer will not be liable for any misrepresentation concerning or affecting the subject matter of these Terms if the Subscriber purchased the TRIL Tokens with knowledge of the misrepresentations. In any event and without limiting the foregoing, the Issuer shall not be liable to the Subscriber for any amount exceeding the value of the Subscription Funds as of the date of his Subscription.
- The Subscriber is solely responsible for determining what, if any, taxes apply to his purchase of TRIL Tokens, including, for example, sales, use, value added, and similar taxes. It is also the sole responsi- bility of the Subscriber to withhold, collect, report, and remit the correct taxes to the appropriate tax authorities. The Issuer is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from the Subscribers purchase of TRIL Tokens.
- These Terms and the power of attorney granted hereunder shall be binding upon the parties hereto and upon their respective heirs, executors, administrators, successors and permitted assings.
- These Terms shall be governed by and construed in accordance with the laws of Switzerland, without regards to its conflicts of laws rules.
- The parties hereto hereby irrevocably attorn to the exclusive jurisdiction of the courts of Switzerland.
- The presentation of the Issuer ́s business model, Tokens and Tokensale, or the publication of the whitepaper on the Issuer ́s website www.trilliant.io does not constitute a binding offer for a token Subscription Agreement. A token Subscription is legally effected by way of completion and filing of an online registration on the Issuer ́s website, the acceptance of such online registration by the Issuer and the transfer of Ether by the Subscriber to the smart contract of the Issuer ́s Tokensale. A token Subscription is also legally effected by the Subscriber signing and filing the Subscription Agreement in Attachment I of these Terms, completing an online registration on the Issuer ́s website, transferring funds to the Issuer ́s bank account, the Issuer converting these funds into Ether and sending it to the Issuer ́s smart contract of the Tokensale, in the name of the Subscriber. The Subscribers waive the requirement of receipt of an acceptance declaration by the Issuer.
- All notices and announcements by the Issuer concerning the TRIL Tokens will be published on the Issuer ́s website at www.trilliant.io and/or via his communication channels.
- Where the context requires, all references in these Terms to gender shall include all other genders and the neuter, and vice-versa, and all references to the plural shall include the singular, and vice-versa.
- Should any of the provisions in these Terms be or become invalid or unenforceable in whole or in part, the validity or the enforceability of the remaining provisions shall not in any way be affected or impaired thereby. In this case, the invalid or unenforceable provision shall be replaced by a provision which, to the extent legally possible, provides for an interpretation in keeping with the meaning and the economic purposes of these Terms at the time of the issue of the TRIL Tokens. Under circumstances in which these Terms prove to be incomplete, a supplementary interpretation in accordance with the meaning and the purposes of these Terms under due considerations of the legitimate interest of the parties involved shall be applied.
- The Issuer may amend these Terms two weeks in advance. The Subscriber will be notified of the Amendmend Terms by email. At the same time, the Subscriber wil be informed that the Amendmend Terms shall replace these Terms if the Subscriber does not object to the Amendment Terms within a period of two weeks from the point of time of notification of the Amendment Terms reaching the Subscriber by email.
- By confirming to have read these Terms and clicking the checkbox on the Issuer ́s website, or by sending Ether to the Issuer ́s Ethereum or smart contract address, the Subscriber. irrevocably accepts these Terms and Conditions.