Token Launch Terms And Conditions
$TOKEN Creation and Token.com TGE Conditions: Explanatory Note & Governance Terms
PLEASE READ THESE TERMS OF THE TOKEN SALE CAREFULLY.
Your purchase of TOKEN from Token.com ("Company", "we", or "us") is subject to these Terms of Sale ("Terms"). Each of you and the Company is a "Party", and together the "Parties". By purchasing TOKEN during the Sale Period and/or using TOKEN in connection with the Token.com ecosystem (as defined below), you agree to be bound by these Terms and all terms incorporated by reference.
TOKEN is initially deployed on the Base blockchain and made available for purchase via Uniswap and within the Token.com app. Token.com reserves the right to support additional trade venues and blockchains. The TOKEN ecosystem is designed to ensure interoperability and utility across supported platforms, utilizing the audited OpenZeppelin smart contract framework for enhanced security and reliability.
If you have any questions regarding these Terms, please contact us at support@token.com. You and the Company agree as follows:
1. Principles
1.1 By transferring USDC or other accepted tokens to Uniswap and receiving TOKEN, the User understands and accepts that they are interested in the utility of TOKEN , as described in the TOKEN Whitepaper (“Project”). By participating, the User understands and accepts that are also subject to the Uniswap Term of Service
For the Whitepaper and additional information, visit https://www.token.com/token-launch/.
The information contained in the Whitepaper and on the website is descriptive and does not form part of the binding terms unless explicitly referenced herein.
The TOKEN launch will initially occur on the Base blockchain,. To ensure security and efficiency, the TOKEN smart contracts are implemented using the OpenZeppelin library, a battle-tested and thoroughly audited framework for smart contract development. Further information on the OpenZeppelin audit and security standards is available at GitHub Audit Report.
1.2 The User acknowledges that, while the Company will make reasonable efforts to develop and complete the Project, unforeseen technical, commercial, or regulatory challenges may arise. Consequently, TOKEN may become partially or entirely useless or valueless.
1.3 The User understands that the Project may remain commercially unsuccessful, be abandoned, or shut down due to lack of public interest, regulatory changes, or other reasons. The User assumes all risks associated with their contribution, including complete loss of funds or the value of TOKEN.
1.4 The User understands and accepts that the creation of TOKEN is deployed on the Base blockchain. In case of discrepancies, the terms in the Smart Contract System Code prevail. Any additional documents or communications, unless explicitly referenced, do not modify these Terms or create additional obligations for the Company or its affiliates.
1.5 By contributing USDC or other accepted tokens to the Smart Contract System, the User agrees to all terms outlined herein and in the Smart Contract System Code. The User confirms they have reviewed the Smart Contract System Code and the associated risks outlined in Section 3: Risks.
1.6 These Terms do not constitute a prospectus, solicitation, or offering of securities. TOKEN is a utility token intended solely for use within the Project ecosystem.
1.7 No partnership, joint venture, or similar relationship is created between the User and the Company through participation in the TOKEN Sale.
2. TOKEN Creation Function
2.1 Contribution Process
Accepted Tokens: Contributions will be accepted in USDC on Base.
Purchase Mechanism:
Contributions will be made via the Smart Contract System deployed on the Base blockchain.
The Uniswap Smart Contract System will calculate and allocate TOKEN to contributors based on the contribution amount and applicable terms.
2.2 Token Allocation and Pools
Allocation Structure:
20% of TOKEN will be allocated to public contributors during the creation period.
20% will be reserved for the Project team and advisors, subject to a lock-up period of 0 months.
60% will be allocated to the community and ecosystem fund for future development, promotional activities, and partnerships.
In line with industry best practices, the TOKEN smart contracts are designed to enable flexibility in allocation and governance changes while adhering to the highest security standards. Allocations across team, community, and ecosystem funds will consider future blockchain integrations and ecosystem growth opportunities, prioritizing user benefits and sustainability. Future changes may be made at the Company’s discretion and to meet market demands.
2.4 Refunds and Finality
Purchases to the TOKEN TGE are final and non-refundable.
The User understands and agrees that no refunds will be provided under any circumstances, including Project delays, abandonment, failures, or changes in regulatory environments.
2.5 Token Functionality and Usage
Utility: TOKEN is a utility token intended solely for use within the Project ecosystem, as described in the Whitepaper. The TOKEN utility is engineered to enable adaptive use cases as the Project expands.
No Equity or Governance Rights: Holding TOKEN does not grant the User ownership, voting rights, or equity in Token.com X or any affiliated entity.
2.7 Token Pricing
TOKEN will be distributed at varying rates depending on the total contributions received, as outlined in the Uniswap Smart Contract System. The price is dynamically adjusted by supply and demand.
The pricing levels and corresponding allocation rates will be made transparent at https://app.uniswap.org/explore/tokens/.
The TOKEN Project employs a Linear Curve Pricing to optimize distribution fairness and ensure market sustainability. Pricing levels are transparent and subject to periodic review based on user adoption and regulatory changes.
3. Risks
The User acknowledges and accepts the inherent risks associated with transferring USDC on Base or other accepted tokens to the Uniswap Smart Contract System. These risks include, but are not limited to, the following:
3.1 Software Weaknesses
The Smart Contract System, the underlying software application, and the Base blockchain are experimental and unproven technologies. The User understands that the process of creating TOKEN may be interrupted, delayed, or fail entirely due to bugs, vulnerabilities, or unforeseen technical issues.
Risks in Multi-Blockchain Integration
The integration of TOKEN across multiple blockchains (Solana and Base) introduces additional complexity and potential vulnerabilities, including interoperability issues, delays in cross-chain transfers, and reliance on bridging mechanisms. While the TOKEN Project leverages OpenZeppelin's audited libraries to mitigate such risks, users should be aware of the inherent challenges in multi-chain ecosystems.
3.2 Regulatory Risk
Blockchain technology and token offerings are subject to rapidly evolving regulations in various jurisdictions. The User understands that:
Future regulatory actions may restrict, modify, or prohibit the Project or the use of TOKEN.
The Project may require substantial changes to comply with new regulations, potentially resulting in delays, additional costs, or termination.
3.3 Risk of Abandonment or Failure
The User acknowledges and agrees that the Company reserves the right to abandon, suspend, or discontinue the Project at any time, at its sole discretion, for any reason, whether foreseeable or unforeseeable. Such reasons may include, but are not limited to:
Insufficient public interest or funding.
Competition from other projects or technologies.
Technical challenges or limitations that cannot be resolved.
Legal, regulatory, or compliance barriers.
Strategic business decisions, including resource reallocation or shifts in market conditions.
Any other reason deemed appropriate by the Company in its sole judgment.
The User further agrees that the Company shall not be liable for any losses, damages, or claims arising from the abandonment, suspension, or discontinuation of the Project.
3.4 Market and Liquidity Risk
TOKEN may experience extreme volatility or lack of market liquidity. The User acknowledges that:
There is no guarantee of a secondary market for TOKEN.
TOKEN may lose all value if the Project fails or public interest declines.
3.5 Risk of Loss of Private Key
The User is solely responsible for securing their private keys and wallet access credentials. The Company is not liable for:
Loss of TOKEN due to lost, stolen, or compromised private keys.
Inability to access TOKEN due to the use of unsupported wallets or software.
3.6 Risk of Theft and Security Vulnerabilities
The User acknowledges the possibility of attacks, including but not limited to:
Hacks on the Smart Contract System, the Base blockchain, or associated platforms.
Theft or loss of TOKEN or contributed funds due to vulnerabilities in the Smart Contract System.
3.7 Ethereum and Blockchain Risks
The Base blockchain, like any blockchain, is susceptible to:
Network attacks, including double-spend and majority control attacks.
Delays or failures in block confirmations, which may impact TOKEN transactions.
3.8 Wallet Compatibility Risk
The User must use a compatible Base wallet to participate in the TGE. Failure to do so may result in the permanent loss of contributed funds or TOKEN.
3.9 Reference to Risk Section
By contributing to the TOKEN TGE, the User confirms they have read and understood this Risk Section and voluntarily assume all related risks.
4. Audit of the Smart Contract System
4.1 The Smart Contract System has been audited by independent technical experts to evaluate its functionality, accuracy, and security. The audit was conducted on a reasonable effort basis and assessed alignment with the Project’s objectives.
The TOKEN smart contracts have been developed and audited using OpenZeppelin’s industry-leading framework to ensure compliance with global security standards. These audits validate the functionality and resilience of the contracts against known vulnerabilities. The Project will provide periodic security updates and adopt any new OpenZeppelin features to maintain the highest operational standards.
4.2 While the audit raises the level of confidence in the Smart Contract System, the User acknowledges that:
The audit does not constitute any warranty, express or implied, including but not limited to merchantability, fitness for a particular purpose, or the absence of vulnerabilities.
Smart contract technology is experimental, and the risks of weaknesses, bugs, or attacks cannot be entirely mitigated.
4.3 The Company has taken reasonable steps to address vulnerabilities identified during the audit and has implemented additional measures to enhance the security of the Smart Contract System.
4.4 The User understands that the Smart Contract System operates on an "as-is" basis, and the Company cannot guarantee uninterrupted functionality or error-free performance.
4.5 The User agrees that, despite the audit, the Smart Contract System may fail to function as intended. Such failure does not create grounds for liability or claims against the Company or its affiliates.
5. Token.com Project Execution
5.1 Development and Fund Allocation
The User acknowledges and agrees that the development and execution of the Token.com Project will be managed by Token.com X (hereinafter referred to as "the Company"). Contributions received during the TOKEN TGE will be transferred to the Company’s designated wallet and used exclusively for the development, testing, deployment, and operation of the Token.com Project, as described in the Token.com Whitepaper.
The Company reserves the right to engage third-party contractors or subcontractors for specific aspects of the Project’s development. The scope of the Project will be determined by the total contributions received during the creation period, with the allocation of funds guided by the Project’s objectives and operational needs.
5.2 Governance and Decision-Making
The User acknowledges that participating in the TOKEN TGE does not grant them any governance, management, or decision-making rights regarding the Token.com Project. All strategic, operational, and financial decisions related to the Project remain solely within the Company’s authority, ensuring that the Project’s objectives are met without external interference.
5.3 Project Scope and Adjustments
The User understands that the Token.com Project will undergo extensive development and may require substantial conceptual, technical, or commercial adjustments to achieve its objectives. These adjustments are deemed necessary to adapt to evolving regulatory landscapes, technological advancements, or unforeseen challenges. The User agrees to these potential modifications as a condition of their participation.
5.4 Upgrades and System Changes
The User acknowledges that the development of the Project may necessitate upgrades to the TOKEN Smart Contract System, including but not limited to hard forks. The User understands that participation in such upgrades is essential to maintain the functionality and usability of their TOKEN. Failure to participate in these upgrades may result in the User’s TOKEN becoming non-functional or losing value.
5.5 Oversight and Updates
The Company commits to overseeing the development and execution of the Token.com Project in compliance with applicable laws and regulations. The Company will provide regular updates on the Project’s progress through the official Project website https://www.token.com. or other designated communication channels to maintain transparency with contributors.
6. Representations and Warranties
By participating in the TOKEN TGE, the User represents and warrants that:
6.1 Legal Compliance
The User is not a citizen or resident of a jurisdiction that prohibits participation in token offerings or the Project.
The User is legally permitted to transfer USDC or other accepted tokens to the Smart Contract System and receive TOKEN under applicable laws.
6.2 Technical Knowledge
The User has sufficient understanding of blockchain technology, cryptographic tokens, and smart contracts.
The User understands how to securely store and manage TOKEN, private keys, and wallet credentials.
6.3 Purpose of Contribution
The User is not contributing for speculative investment purposes or financial gain.
The User is contributing to support the development and execution of the Project, with full awareness of the risks outlined in Section 5.
6.4 Acceptance of Risks
The User has reviewed the Smart Contract System Code and understands its functionality and limitations.
The User accepts all risks associated with the creation, ownership, and use of TOKEN, as detailed in the Risk Section.
6.5 Tax Compliance
The User is responsible for determining and fulfilling any tax obligations related to the contribution, ownership, or use of TOKEN.
The User agrees not to hold the Company liable for any tax liabilities arising from participation in the TOKEN TGE.
6.6 No Illegal Purposes
The User will not use TOKEN or the Project for any illegal purposes, including money laundering, terrorism financing, or other unlawful activities.
6.7 Waiver of Liability
The User waives the right to participate in class action lawsuits or arbitration against the Company or its affiliates related to the TOKEN TGE.
6.8 Wallet Compatibility
The User will contribute only through a compatible Base wallet capable of receiving TOKEN.
7. Taxation
7.1 The User acknowledges that they bear the sole responsibility for determining and complying with any tax obligations arising from their contribution to the Smart Contract System, ownership, or use of TOKEN.
7.2 By participating in the TOKEN TGE, the User agrees not to hold the Company or any affiliated parties liable for:
Any tax liabilities incurred by the User.
Failure to determine or fulfil their tax obligations under the laws of their jurisdiction.
7.3 The Company does not provide tax advice and recommends that the User consults with a tax professional regarding their participation in the TOKEN TGE.
8. No Liability
8.1 The User acknowledges and agrees that, to the fullest extent permitted by applicable law, the Company, its developers, contractors, or affiliates will not be held liable for:
Any damages, losses, or expenses arising from the use, inability to use, or possession of TOKEN.
Failures or disruptions in the Smart Contract System, Base blockchain, or associated services.
Regulatory actions, changes, or restrictions affecting the TOKEN TGE or Project.
8.2 The User further agrees not to hold the Company or its affiliates liable for:
Loss of private keys, wallet credentials, or TOKEN due to User error.
Third-party actions, such as hacks, phishing, or fraud, that result in the loss or theft of TOKEN.
Any indirect, incidental, or consequential damages, including loss of profits or data.
8.3 By participating in the TOKEN TGE, the User waives the right to initiate or participate in class-action lawsuits or arbitration against the Company or its affiliates.
9. Miscellaneous
9.1 Governing Law:These Terms are governed by the laws of the British Virgin Islands.
9.2 Dispute Resolution:Any disputes arising out of or in connection with the TOKEN TGE will be resolved under the jurisdiction of the courts of the British Virgin Islands.
9.3 Severability:If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain valid and enforceable.
9.4 Entire Agreement:These Terms constitute the entire agreement between the User and the Company regarding the TOKEN TGE and supersede any prior agreements or communications.
9.5 Force Majeure:The Company shall not be liable for any delays or failures in performance resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, or government regulations.
9.6 Amendments:The Company reserves the right to amend these Terms at any time. Users will be notified of any material changes via the official Project website https://www.token.com. Continued participation in the TOKEN TGE after such amendments constitutes acceptance of the revised Terms.
9.7 Security Assurance and Flexibility in Deployment
Token.com reserves the right to adjust deployment environments, token allocation mechanisms, and other operational parameters to align with evolving security, technical, and regulatory landscapes. These adjustments will always prioritize user security and system integrity.