The Terms and Conditions (the “T&C”) apply to the buyer of the TORQ Coin (hereinafter
“TORQ”) and future user of the TORQCoin.io platform. PLEASE READ THESE TERMS CAREFULLY BEFORE PARTICIPATING TO THE COIN SALE. THE T&C AFFECT
YOUR OBLIGATORQNS AND LEGAL RIGHTS, INCLUDING, BUT NOT LIMITED TO, WAIVERS OF RIGHTS AND LIMITATORQN OF LIABILITY. IF YOU DO NOT AGREE TO
THESE TERMS OF SALE, DO NOT PURCHASE COINS. By purchasing the TORQ Coin during the Coin sale period (hereinafter the “Coin Sale”), in
the jurisdiction of United States, you will be bound by these T&C, and all terms incorporated by reference. Your purchase of TORQ is subject to these T&C.
1. The following T&C constitute the agreement (the “Agreement”) between TORQCoin.io AG (hereinafter “TORQCoin.io” or the “Company”), a TORQ Limited Liability Company, and you (the “User”) with respect to the purchase of the TORQ and the future use of the services offered through the TORQCoin.io platform. By using our services, you are agreeing to be bound by the T&C in its latest version. You are aware that TORQCoin.io may change this T&C at any time. Your continued use of the TORQCoin.io Platform means that you accept any new or modified terms.
2. TORQCoin.io is aiming to create a gold, metal and coal mining platform, powered by the TORQ utility coin investors, which will reduce and in some cases eliminating the fees and inefficiencies traditionally associated with crypto asset trading.
3. The TORQCoin.io platform will offer exchange services like listing and trading assets in the crypto economy.
4. Users of TORQCoin.io platform will use TORQ in order to pay the services offered by TORQCoin.io platform.
The TORQ Coin
5. TORQ functions as a private means of payment on the TORQCoin.io platform, which will allow future Users to make use of TORQCoin.io platform services. Through the Coin Sale, the future Users acquire the future rights to use the TORQCoin.io platform.
6. TORQ does not have the legal qualification as a security, since it does not give any rights on dividends or interest. TORQ is final and non-refundable. TORQ is not a share and does not give any right to participate in the general meetings of the Company. TORQ cannot have a performance or a particular value outside the TORQCoin.io platform. The purchase and use of TORQ shall therefore not
be done for speculative usage.
7. TORQ can be purchased during the Coin Sale directly from the Company or after the Coin Sale at the Company or an exchanger.
8. Any future User purchasing TORQ expressly acknowledges and represents that she/he has carefully reviewed the T&C and fully understands the risks, costs and benefits associated with the purchase of this coin as indicated in the T&C.
9. The User undertaking to purchase TORQ in relation to the Coin Sale should ensure that she/he understands and has significant experience of cryptocurrencies, blockchain systems and services, and that she/he fully understands the risks associated with the Coin Sale as well as the mechanism related to the use and custody of cryptocurrencies.
10. TORQCoin.io shall not be responsible for any loss of TORQ or situations making it impossible to access to TORQ, which may result in any actions or omissions of the future User or any person undertaking to acquire TORQ.
11. Acquiring and storing TORQ involves various risks, in particular that TORQCoin.io may not be able to launch its operations and develop its mining platform. Therefore, and prior to acquiring TORQ, any User should carefully consider the risks, costs, and benefits of acquiring TORQ within the Coin Sale, and, if necessary, obtain independent advice in this regard. Any interested person who is not in the position to accept nor to understand the risks associated with the activity (incl. the risks related to the non-development of TORQCoin.io network and operations) or any other risks as indicated in the T&C, should not acquire TORQ, at this stage or later.
12. The T&C shall not and cannot be considered as an invitation to enter into an investment. They do not constitute or relate in any way nor should they be considered as an offering of securities in any jurisdiction. The T&C do not include or contain any information or indication that might be considered as a recommendation or that might be used to base any investment decision. This document does not constitute an offer or an invitation to sell shares, securities or rights belonging to TORQCoin.io or any related or associated company. TORQ will be used as a private mean of payment once the services will be accessible and is not intended to be used as an investment.
13. Any information in the T&C is given for general information purpose only and TORQCoin.io does not provide with any warranty as to the accuracy and completeness of this information.
14. The offering of TORQ on a trading platform is done in order to allow the purchase of services on the TORQCoin.io platform and not for speculative purposes.
15. TORQCoin.io will be an operative entity managing the TORQCoin.io platform. TORQCoin.io is not a financial intermediary according to United States Law and is not required to obtain any authorization for Anti Money Laundering purpose.
16. Regulatory authorities are carefully scrutinizing businesses and operations associated to cryptocurrencies in the world. In that respect, regulatory measures, investigations or actions may affect TORQCoin.io’s business and even limit or prevent it from developing its operations in the future.
Any person undertaking to acquire TORQ must be aware that the TORQCoin.io business model and the T&C may change or need to be modified because of new regulatory and compliance requirements from any applicable laws in any jurisdictions. In such case, any person undertaking
to acquire TORQ acknowledge and understand that neither TORQCoin.io nor any of its affiliates shall be held liable for any direct or indirect loss or damages caused by such changes.
17. TORQCoin.io will do its best to launch its operations and develop the TORQCoin.io Mining platform. Any person undertaking to acquire TORQ acknowledges and understands that TORQCoin.io does not provide any guarantee that it will manage to achieve it.
18. Acquiring TORQ shall not grant any right or influence over TORQCoin.io’s organization and governance to the Users. These coins will be issued by a technical process referred to as a Blockchain. This is an open source IT protocol over which the Company has no rights or
liability in terms of its development and operation. The coin distribution mechanism will be controlled by a TORQCoin.io platform; this involves a computer program that can be executed on the torqcoin.io website that is compatible with the Smart Contract programming language. User acknowledge and understand therefore that TORQCoin.io (incl. its bodies and employees) assumes no liability or responsibility for any loss or damage that would result from or relate to the incapacity to use the TORQ.
19. Excepted in case of intentional misconduct or gross negligence.
20. TORQ is based on the Ethereum protocol. Therefore, any malfunction, unplanned function or unexpected operation of the Ethereum protocol may cause the TORQ network to malfunction or operate in a way that is not expected.
21. Employees of TORQCoin.io are allowed to operate with TORQ at market price if they are not in knowledge of information that may modify the price of the TORQ.
Representation and Warranties
22. By participating in the Coin Sale, the User agrees to the T&C and in particular, they represent and warrant that they:
i) are authorized and have full power to purchase TORQ according to the laws that apply in their jurisdiction of domicile;
ii) are not a U.S. citizen, resident or entity (a “U.S. Person”) nor are they purchasing TORQ or signing on behalf of a U.S. Person;
iii) are not a Chinese resident nor are they purchasing TORQ or signing on behalf of a Chinese resident;
iv) are not a South Korean resident nor are they purchasing TORQ or signing on behalf of a South Korean resident;
v) are familiar with all related regulations in the specific jurisdiction in which they are based and that purchasing cryptographic coins in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
vi) are not acting for the purpose of speculative investment;
vii) live in a jurisdiction which allows TORQCoin.io to sell the TORQ through a crowdsale without requiring any local authorization;
viii) does not lives in a jurisdiction which is qualifying coin issued through a crowd sale as securities;
ix) will not use the Coin Sale for any illegal activity, including but not limited to money laundering and the financing of terrorism;
x) are solely responsible for determining whether the acquisition of TORQ is appropriate for them;
xi) are acquiring TORQ exclusively for use of the TORQCoin.io platform;
xii) understand the risks associated with the Coin Sale (incl. the risks related to the nondevelopment of TORQCoin.io network and operations)
xiii) understand the use of cryptocurrencies and its associated risks.
xiv) acknowledges and accepts that the TORQ crowdsale is taking place within a US legal environment that is still under development
Intellectual Property Rights
23. To the extent that copyright or other intellectual property rights exist in the TORQCoin.io platform, such as software, know-how, analysis or programs, those copyrights and other intellectual and industrial rights belong to TORQCoin.io.
Limitation of Liability
24. TORQCoin.io, as well as its officers, directors, agents, joint ventures, employees, suppliers and advisors, assumes no liability or responsibility for any loss raised from the Coin sale, arising out of or related to the use of the TORQCoin.io platform or any technical, interruption or malfunction of the TORQCoin.io platform.
25. The limitation of liability set out above shall not be applicable in the event that TORQCoin.io, or a TORQCoin.io-employee, has caused the damage by intentional misconduct or by gross negligence.
26. If any of the provisions of the T&C or of the Agreement are deemed to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect.
Applicable Law and Jurisdiction
27. The T&C are subject to and governed by US to the exclusion of US International Private Law and any International Treaties. Any User and TORQCoin.io agree to seek an amicable settlement prior to bringing any legal action All disputes arising from or under these T&C shall be resolved by arbitration in accordance with the US Rules of International Arbitration of the United States Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The arbitration panel shall consist of one arbitrator only. The seat of the arbitration shall be US. The arbitral proceedings shall be conducted in English.