1. What these terms apply to
1.1 Tesla Technologies and its affiliates operate a platform accessible through the Tesla Technologies (‘TT’) application and its website at https://trueteslatechnologies.io (the “Website”) that allows users to carry out and manage cryptoasset transactions (the "TT Service").
1.2 This document and any documents referred to within it (collectively, the "Terms and Conditions") set out the terms on which we will issue cryptoassets in the form of digital tokens ("3T"). It is important that you read and understand the Terms and Conditions before subscribing to purchase 3T’s.
1.3 If you do not agree to these Terms and Conditions, you should not buy any 3T’s.
2. Information about us
3T’s are issued by Tesla (METEI) International Trade Company of Bestekar Şakir Ağa Sk. No:32 Kuştepe 34387 Şişli/İstanbul Turkey company No. 8400708506 (“Tesla Technologies”) (“TT”).
The jurisdiction in which the 3T sale is offered is Turkey. ("TT", “Company”, "we", "our", or "us").
3.Information about you
4. Important information about the 3T’s
4.1 3T’s are issued on the Ethereum blockchain.
4.2 3T’s are made available to 3T holders through the TT application (together, the “TT Platform”).
4.3 The sale of 3T in accordance with these Terms and Conditions is not being offered in any state or jurisdiction where the offer or sale is not permitted.
4.4 3T’s are not investment tools. These Terms and Conditions are not an offer for the sale or purchase of any financial or security tools or participation in any kind of investment option.
4.5 Please read the White Paper which sets out detailed information about the 3T’s, including:
A. the usage attached to the 3T;
B. information about the initial sale of 3T’s;
C. information about the TT Service; and
D. certain risks associated with buying or holding 3T’s.
4.6 3T’s are not an investment in TT and do not give you any rights with respect to TT, our revenues or assets. This means you will not own any part of TT or its assets, have any rights to receive any amount on a dissolution or winding up of TT, have any right to information about us or our affiliates, receive any dividends or to vote on any matters concerning TT or its affiliates. When you buy 3T’s, you are not making a loan to TT and any amount you spend when you buy 3T’s will not be repayable to you.
4.7 The legal status of cryptoassets such as 3T’s is unclear or unsettled in many jurisdictions. Changes in applicable laws may affect any rights and functionalities associated with the 3T’s. The TT Service may also develop over time, which may affect how 3T’s can be used (if at all) on the TT Service. The functionalities of the 3T’s may therefore be amended from time to time, for example to ensure compliance with any legal or regulatory requirements to which the 3T’s are subject or to adapt to the changing characteristics of the TT Service. Please check the Website regularly for any such updates.
4.8 If you have any questions about these Terms and Conditions, the 3T’s or the White Paper, you should speak to your stockbroker, bank manager, solicitor, attorney, accountant or other professional adviser.
5. Important warnings about 3T’s
We can refuse to sell you 3T’s:
5.1 All orders for 3T’s are subject to acceptance by us. We will need to conduct certain checks in order to verify your identity before we can issue 3T to you. We may refuse to issue 3T’s to you if we are unable to verify your identity.
General risks associated with buying cryptoassets
5.2 Dealing or trading in 3T’s is, like all cryptoassets, inherently risky, as the prices of cryptoassets can change rapidly. We cannot guarantee that the value of any cryptoassets that you purchase will not fall. You therefore buy or sell 3T’s at your own risk. You should ensure that you are able to accept this risk before you buy any 3T’s and for as long as you hold any 3T’s.
5.3 The purchase of 3T’s may not be subject to the protections of any laws or regulations in the country where you live governing the purchase and sale of financial products. You may therefore not benefit from the same protections you might have under applicable laws as you might do when you buy other financial products.
5.4 If we accept your order to buy 3T’s, your 3T’s will be deployed to your TT user account.
5.5 You are responsible for keeping your user account details secure. You should never give your user account details to any other person, as this will enable them to execute transactions using your account. We will not be responsible for any losses you might suffer from disclosing your user account details to another person (whether intentionally or accidentally) or any unlawful access to your TT user account by another person.
5.6 If you lose your TT user account details you may not be able to access or use your 3T’s. We will not be able to re-issue any 3T’s to you, and you will be responsible for any losses you might suffer as a result.
5.7 Dealing in cryptoassets also carries other risks inherent in the decentralised technology that allows for the creation, purchase and sale of cryptoassets. For instance, the blockchain network on which the 3T are deployed may be unavailable at certain times, or may suffer a security breach. You should ensure that you are sufficiently familiar with all of the relevant risks before you purchase or sell 3T’s.
3T’s may have no value:
5.8 3T’s are intended to be used only in connection with the TT Service, as specified in the White Paper. 3T’s may have no value outside the TT Service.
5.9 If there is a secondary market for 3T's, the price of 3T's will depend on the liquidity of that potential secondary market for the sale and purchase of 3T’s. This will be influenced by a number of factors, including the number of 3T holders, the performance of 3T’s, TT and the TT Service, regulatory developments and legal restrictions on the sale and purchase of 3T’s. You will not have access to complete information about TT or TT's performance when deciding whether to sell or buy 3T’s and the price at which you may wish to sell or buy 3T’s. Changes in laws may also restrict your ability to buy or sell 3T’s or severely affect the price at which you can buy or sell 3T’s. We will not be responsible for any losses you might suffer as a result of any changes in the value of 3T’s.
5.10 3T’s are new cryptoassets for which there is no established public market. We also cannot promise that there will be any demand or trading market for 3T’s in future. Because applicable laws may change in the future, we also cannot guarantee that, if you decide to sell or exchange 3T’s in future, the sale or exchange of 3T’s will be legal in the country where you live. You may be unable to sell any 3T’s that you own, and we will not be responsible to you for any losses you may suffer as a result.
5.11 The purchase and receipt of 3T’s may have tax consequences for you. You are responsible for ensuring that you comply with all tax obligations applicable to your purchase and receipt of 3T’s. We will not be responsible to you for any amounts you are required to pay in tax or any penalties you face in connection with your purchase or receipt of 3T’s.
5.12 The TT seat of operations and the jurisdiction in which this Token Sale takes place is Turkey. Turkey is one of the EU's main partners in Europe and both are members of the European Union–Turkey Customs Union. Turkey has been an applicant to accede to the EU since 1987. This may affect regulation and taxation of TT.
6. How to buy 3T’s
6.1 In order to buy 3T’s you must submit an order for 3T’s through the TT Platform and provide:
A. your name and address;
B. the amount you will pay for the 3T’s (the "Purchase Price");
C. the amount of 3T’s to be issued to you, calculated by dividing the Purchase Price by €0.50 (the "3T Price").
6.2 Each order for 3T’s must also exceed the minimum purchase amount as set out on the Website (the "Minimum Purchase Amount").
6.3 Provided you pay us the Purchase Price and satisfy all other conditions in these Terms and Conditions, we will issue the specified amount of 3T’s to you.
7. Submitting an order to purchase 3T’s
7.1 By signing and submitting an order to buy 3T’s through the TT Platform, you will be under an obligation to pay the Purchase Price to us.
7.2 You should check the details in any order for 3T’s before you submit to us and amend any errors before submitting it to us. Please take the time to read and check your order before you complete the order process.
7.3 All orders are subject to acceptance by us. We will confirm to you through the TT Platform when we have accepted your order. The contract for purchase of 3T’s between you and us will only be made when we send you this confirmation of acceptance. In most cases you will be automatically accepted and issued 3T.
8. Price and Payment
8.1 We accept payment in currencies and cryptocurrencies as specified on the Website and accessible to you on your TT user account.
8.2 We will calculate the amount we charge you by reference to the prevailing exchange rates applied to non-US Dollars amounts on the TT Platform on the date we collect payment from you.
8.3 By submitting an order to buy 3T’s to us, you confirm that your payment details provided through the TT Platform are valid and correct.
8.4 Where the TT Platform provides for repurchasing of 3T, any offer to sell by You remains conditional upon acceptance by TT and there shall be no obligation on TT to purchase any 3T offered for sale. There is no right of redemption of a 3T token.
9. Accessing and using 3T’s
9.1 The TT Platform will hold all 3T’s on your behalf unless and until you transfer 3T’s freely from your TT account.
9.2 You should therefore ensure that you keep any details you use to access the TT Platform confidential, in accordance with our TT Terms and Conditions available on the Website, as we will not be responsible to you for any losses you suffer if your TT account is accessed by another person.
10. Conditions and eligibility
In order to purchase or receive 3T’s, you must:
A. be 18 years or older and capable in your country of residence of entering into a legally binding agreement;
B. not have been previously refused 3T’s by us;
C. have set up a TT user account;
D. not be resident in or a citizen of any country where transactions with digital tokens are prohibited or restricted under applicable law, including the United States of America (including its states and the district of Columbia), Puerto Rico, the Virgin Islands of the United States, or any other possessions or territories of the United States of America, North Korea, the People’s Republic of China, and any other country or territory where transactions with digital tokens are prohibited or otherwise restricted.
11. Verifying your identity
11.1 We will need to verify your identity in order for you to receive 3T’s. This is known as "Know Your Customer" or "KYC".
11.2 We may ask you to provide certain information to help us verify your identity, information about the source of the funds you use to pay the Purchase Price and, if you are buying 3T’s on behalf of a company, information about all direct or indirect beneficial owners of that company. You must ensure that any information you provide is accurate, as we will not be responsible to you if we are unable to verify your identity because of any errors or omissions in the information you have provided to us.
11.3 Your identity may be subject to verification including, but not limited to, validation against third party databases or the verification of one or more official government or legal documents that confirm your identity and your place of residence.
11.4 Some of the searches which we or a third party may perform, such as a credit check, may leave a soft footprint on your credit history. This will not affect your credit rating.
11.5 We may refuse to issue 3T’s to you if we are unable to verify your identity.
12. Money Laundering
12.1 We are committed to preventing money laundering and any activity that facilitates money laundering, financing terrorism or any other criminal activity. We may therefore, from time to time:
A. conduct enhanced or periodic identity checks where we suspect that any unlawful activity may have taken place, or as part of our ongoing risk management procedures;
B. monitor how you use 3T’s to identify any suspicious transactions, including unusual transaction sizes volumes or patterns; and
C. report any suspicious activity to local regulators, enforcement bodies and other compliance bodies.
12.2 We may refuse to issue 3T’s to you if:
we are unable to complete any diligence checks on you;
we have previously identified you as an individual engaged in suspicious activity;
you are in a country considered to be exposed to a high risk of money laundering or financing terrorism;
you are a politically exposed person, or are a family member or known close associate of a politically exposed person;
you are listed on a sanctions list in any of the jurisdictions in which we may issue 3T’s; or
we otherwise identify you as an individual exposed to a high risk of money laundering or financing terrorism.
13. Cancelling a purchase of 3T’s
13.1 You cannot cancel a request to purchase 3T’s.
13.2 We may cancel your purchase of 3T’s if we are unable to verify your identity or conduct any other checks that we are required to conduct. We may not refund you any amounts until we have verified your identity and conducted any other checks we are required to by law.
14. Our liability/responsibility to you
14.1 The value of cryptoassets such as 3T’s is volatile and subject to a range of factors, including the performance of TT and the TT Service, changes in applicable law, the number of holders of 3T’s and the availability of a secondary market. The value of 3T’s may also be susceptible to manipulation.
14.2 The value of 3T’s may therefore rise or fall due to circumstances outside our control. You must ensure that you are aware of and willing to accept all risks associated with buying or trading in cryptoassets. We will not be responsible to you for any losses you suffer as a result of any fluctuations in the price of 3T’s.
14.3 3T’s are intended to be used only on the TT Service and may have no value outside the TT Service. We will not be responsible to you if you suffer any losses as a result of being unable to use the 3T’s other than through the TT Service.
14.4 As with any new tokens or other cryptoassets, there may not at any time be a market for trading in 3T’s. This means that you may not be able to sell any 3T’s that you buy, and the 3T’s may not have any value outside the TT Service. You acknowledge that this is an inherent risk associated with the launch of new tokens such as 3T’s and we will not be responsible to you for any losses you might suffer as a result.
14.5 Certain features of the 3T’s may rely on networks and connections that are beyond our control or on content owned or developed by third parties. As we do not own or produce such third party content or networks, we cannot be responsible for it, or its effect on the 3T in any way.
14.6 In addition, due to the nature of the Internet and technology, the 3T’s are provided on an "as available" and "as is" basis. This means that we are unable to promise that your access to the 3T’s will be uninterrupted, without delays, error-free or meet your expectations and we do not give any commitment relating to the performance or availability of the 3T’s in these Terms and Conditions and, to the extent we are able to do so, we exclude any commitments that may be implied by law.
14.7 In the event of a claim arising out of the issue of the 3T’s, our responsibility to you will never be more than the Purchase Price you have paid us and, in the event that you have not paid us any money, we shall have no responsibility whatsoever to you.
14.8 In every case, we will never be responsible for any loss or damage that is not reasonably foreseeable, or that is caused by a failure by you to comply with these Terms and Conditions.
14.9 The above does not affect your rights under the applicable law of the country in which you are resident, including our responsibility to you for any personal injury or death caused by our negligence.
15. Resolving disputes
15.1 If you have a dispute with us relating to the issue of 3T’s, in the first instance please contact us at [email protected] and attempt to resolve the dispute with us informally.
15.2 In the unlikely event that we have not been able to resolve a dispute informally, we will discuss and agree with you the most effective way of resolving our dispute.
15.3 If you have purchased 3T’s as part of your profession or trade or on behalf of a company, we will refer any disputes to arbitration if we are unable to resolve a dispute within 90 days of you giving us notice of the dispute. This arbitration will:
A. be conducted on an individual basis and not part of a class arbitration, class action or any other representative proceeding;
B. be conducted under the Rules of the London Court of International Arbitration in force on the date the arbitration is commenced (which are deemed incorporated by reference into this paragraph 15.3);
C. consist of 3 arbitrators, with one selected by us, one by you and the presiding arbitrator to be nominated by the arbitrators selected by you and us;
D. be conducted in English,and any award made in the arbitration will be final and binding from the day it is made.
16. Changes to the documents
16.1 We may revise these Terms and Conditions from time to time but the most current version will always be on the Website.
16.2 Changes will usually occur because of changes in the law or where we need to clarify our position on something.
16.3 Changes will be made immediately we will not give you any notice.
16.4 If you have already paid for and been issued 3T’s, any changes to these Terms and Conditions will not affect the terms on which you purchased 3T’s from us.
17. Documents that apply to our relationship with you
17.1 The version of the Terms and Conditions that applied when you entered into an agreement to buy 3T’s from us will be the only terms and conditions that apply to our relationship with you.
17.2 We intend to rely on these Terms and Conditions as setting out the written terms of our agreement with you for the issue of 3T’s. If part of these Terms and Conditions cannot be enforced, for instance if it is judged to be illegal or unenforceable, then the remainder of the Terms and Conditions will still apply to our relationship.
17.3 If you do not comply with these Terms and Conditions and we do not take action immediately, this does not mean we have given up any rights we have and we may still take action in the future.
18.1 English law will apply to all disputes and the interpretation of these Terms and Conditions. The choice of legal jurisdiction is not indicative of the jurisdiction in which the Token sale is offered which is Turkey being TT’s head of operations.
18.2 The English courts will have non-exclusive jurisdiction over any dispute arising from or related to the issue of the 3T’s to you. This does not, however, affect your rights under the law of the country in which you are resident, including (where applicable) your right to have a dispute in relation to the issue of 3T’s heard in the courts of that country.
19. Contact, feedback and complaints
If you need to contact us in relation to these Terms and Conditions or any other document mentioned in them, please email us at [email protected]