Token Purchase Agreement
The terms that govern the acquisition of Dlicom Token (DLI), the rights of purchasers, and the relationship between the Purchaser and Dlicom Labs Ltd.
1. INTRODUCTION AND PARTIES
This Token Purchase Agreement (the “Agreement”) governs the terms under which any individual or entity (the “Purchaser”) may acquire the Dlicom Token (“DLI”) from Dlicom Labs Ltd.
This Agreement constitutes a legally binding arrangement between the Purchaser and Dlicom Labs Ltd, a company incorporated under the laws of the British Virgin Islands (the “Company” or “Dlicom”), in relation to the purchase, allocation, and receipt of DLI.
The Agreement is intended to define the rights, obligations, and limitations applicable to the token purchase transaction only, and does not extend to general use of the Platform, which remains governed separately by the Terms and Conditions.
1.2 Company Details
Dlicom Labs Ltd is a company incorporated in the British Virgin Islands with its registered office at:
Intershore Chambers, P.O. Box 4342, Road Town, Tortola, British Virgin Islands
The Company operates a decentralized, non-custodial technology platform and makes DLI available solely in connection with that ecosystem.
1.3 Purchaser
For the purposes of this Agreement, the “Purchaser” is the person or entity that initiates and completes a transaction resulting in the acquisition of DLI, whether directly through a token sale interface, smart contract interaction, or any other mechanism provided or authorized by Dlicom.
Where a person acts on behalf of an entity, such person represents that they are duly authorized to bind that entity to this Agreement, and both the individual and the entity shall be responsible for compliance.
1.4 Acceptance and Formation of Agreement
This Agreement shall be deemed accepted and become legally binding upon the earliest occurrence of any of the following:
- the Purchaser confirming acceptance through any electronic mechanism (including a checkbox or digital confirmation);
- the Purchaser interacting with a smart contract or system designated for the distribution of DLI;
- the Purchaser transferring digital assets or value in connection with acquiring DLI.
Each of the above constitutes clear and irrevocable acceptance of this Agreement and creates a binding contractual relationship, enforceable to the fullest extent permitted by applicable law.
1.5 Scope of the Agreement
This Agreement applies exclusively to the acquisition of DLI and governs:
- the purchase process and allocation of tokens;
- the conditions under which tokens are delivered;
- the representations made by the Purchaser;
- the limitations of liability and disclaimers applicable to the transaction.
It does not govern general use of the Platform, which is subject to separate contractual terms.
1.6 Relationship with Other Documents
This Agreement forms part of a broader legal framework governing the Dlicom ecosystem and must be read together with:
- the Terms and Conditions of the Platform;
- the Token Risk Disclosure (full version);
- any additional policies or notices made available by Dlicom from time to time.
By entering into this Agreement, the Purchaser confirms that they have reviewed and accepted all such documents. In the event of any inconsistency, this Agreement shall prevail solely in relation to the token purchase transaction.
1.7 Nature of the Transaction
The acquisition of DLI under this Agreement is a transaction involving a digital asset intended for use within a software-based ecosystem.
Nothing in this Agreement, the Platform, or any related communication shall be interpreted as:
- an offer of securities or regulated financial instruments;
- an invitation to participate in any investment scheme;
- a representation that DLI will have any financial value or return.
The Purchaser acknowledges that the transaction is limited to acquiring a token with defined technical characteristics and no inherent financial rights.
1.8 Jurisdiction and Participation
The availability of DLI may be subject to legal restrictions in certain jurisdictions.
The Purchaser represents and warrants that:
- they are not located in, incorporated in, or ordinarily resident in any jurisdiction where participation in such transactions is restricted or prohibited;
- their participation complies with all applicable laws and regulations;
- they are solely responsible for ensuring such compliance.
Dlicom reserves the right to refuse or restrict participation where required for legal or regulatory reasons.
1.9 Independent Decision
The Purchaser confirms that their decision to acquire DLI is made independently and is not based on:
- any expectation of profit or financial return;
- any statement not expressly included in this Agreement;
- any assumption regarding future development, functionality, or value.
The Purchaser assumes full responsibility for evaluating the transaction.
2. DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings set out below. Terms not defined herein shall be interpreted in accordance with their commonly understood meaning within the context of digital assets and blockchain-based systems.
- “Agreement” means this Token Purchase Agreement, including any documents incorporated by reference.
- “DLI” or “DLI Token” means the digital utility token associated with the Dlicom ecosystem, as defined by its technical implementation on a blockchain network.
- “Dlicom” or “Company” means Dlicom Labs Ltd, a company incorporated in the British Virgin Islands, including its affiliates, successors, and assigns.
- “Purchaser” means any individual or entity that acquires or attempts to acquire DLI under this Agreement, whether directly or indirectly.
- “Platform” means the Dlicom ecosystem, including its mobile application, web interfaces, wallet integrations, social features, and any associated services or functionalities.
- “Digital Assets” means any cryptographically secured digital representation of value or utility existing on a blockchain network, including cryptocurrencies and tokens.
- “Wallet” means a non-custodial digital wallet controlled by the Purchaser, used to store, send, receive, and interact with Digital Assets.
- “Private Keys” means the cryptographic credentials or seed phrases that provide access to and control over a Wallet and the Digital Assets associated with it.
- “Transaction” means any transfer of Digital Assets executed on a blockchain network, including the exchange of value for DLI.
- “Supported Network” means any blockchain network on which DLI is issued or may be used.
- “Token Purchase” means the act of transferring Digital Assets or other accepted value in exchange for DLI through mechanisms designated by Dlicom.
3. ELIGIBILITY AND PARTICIPATION REQUIREMENTS
Participation in the acquisition of the DLI Token is limited to persons who have the legal capacity and authority to enter into this Agreement and to engage in transactions involving digital assets under applicable law. By proceeding with any token purchase, the Purchaser represents that they meet these requirements and that their participation is lawful in all respects.
The Purchaser confirms that they have reached the age of majority in their jurisdiction and are not subject to any legal or regulatory restriction that would prevent them from entering into this Agreement or acquiring digital assets.
Where the Purchaser acts on behalf of a legal entity, such person represents that they are duly authorized to bind that entity, and both the individual and the entity shall remain responsible for compliance with this Agreement.
The Purchaser is solely responsible for ensuring that their participation complies with all applicable laws and regulations, including those relating to digital assets, financial transactions, taxation, sanctions, and anti-money laundering. Dlicom does not make any representation as to the legality of participation in any jurisdiction and does not assume any obligation to verify compliance.
Participation is not permitted where the acquisition, holding, or use of digital assets is restricted or prohibited. By entering into this Agreement, the Purchaser confirms that they are not located in, incorporated in, or ordinarily resident in any jurisdiction where such participation would be unlawful.
Any attempt to access or participate in the token purchase in violation of applicable restrictions shall constitute a breach of this Agreement.
The Purchaser further represents that they are not subject to any sanctions regime and are not acting on behalf of, or for the benefit of, any person or entity that is subject to sanctions or restrictions imposed by any governmental or regulatory authority.
The Purchaser also confirms that the funds used in connection with the acquisition of DLI are derived from lawful sources and are not connected to any unlawful activity.
Dlicom reserves the right to refuse, restrict, or invalidate any participation where it reasonably determines that such action is necessary to comply with legal or regulatory obligations, or to protect the integrity of the token distribution process.
4. TOKEN PURCHASE TERMS
The acquisition of DLI is carried out through a blockchain-based transaction in which the Purchaser transfers Digital Assets or other accepted value in exchange for the allocation of DLI.
By initiating a Token Purchase, the Purchaser authorizes the transfer of Digital Assets from their Wallet and acknowledges that such transfer is final once submitted to the applicable blockchain network.
The Purchaser is solely responsible for ensuring the accuracy of all transaction details, including wallet addresses and amounts. Any error may result in permanent loss of funds or failure to receive DLI.
All Token Purchases are irrevocable and non-refundable. Once a transaction is executed, it cannot be reversed, canceled, or modified, whether by Dlicom or any third party.
The Purchaser has no right to request a refund, chargeback, or reversal under any circumstances, including technical errors, user mistakes, or changes in market conditions.
The allocation and delivery of DLI are subject to the successful execution and confirmation of the underlying blockchain transaction. Dlicom does not guarantee the timing of allocation and shall not be responsible for delays resulting from network congestion, technical issues, or external factors.
The Purchaser acknowledges that the acquisition of DLI does not grant any right to withdraw funds once transferred, nor does it create any obligation on Dlicom to provide liquidity, redemption, or exchange services.
The transaction is limited strictly to the transfer of value in exchange for DLI under the conditions defined at the time of purchase.
Dlicom reserves the right to modify, suspend, or discontinue the token purchase process at any time, including adjusting pricing, allocation limits, or participation conditions, where required for operational, technical, or regulatory reasons.
Such changes shall not affect transactions that have already been confirmed on the blockchain.
To the fullest extent permitted by applicable law, Dlicom shall not be liable for any loss arising from failed transactions, incorrect submissions, delays in allocation, or inability to complete a Token Purchase due to technical or external factors.
The Purchaser acknowledges that, where applicable, DLI acquired prior to the Token Generation Event may be subject to lock-up, vesting, or other release conditions, as further described in this Agreement and governed by the relevant smart contract.
The Purchaser agrees that acquisition does not imply immediate access or transferability of tokens.
5. TOKEN DELIVERY AND ALLOCATION
The allocation of DLI is effected through a blockchain-based mechanism, which may include direct transfer to the Purchaser’s Wallet or allocation within a smart contract governing lock-up and vesting conditions.
Dlicom does not maintain custody of tokens and does not operate any account-based system for holding or managing balances on behalf of users.
Where tokens are subject to vesting or lock-up, allocation shall be deemed complete upon assignment within the applicable smart contract, even if such tokens are not immediately accessible or transferable by the Purchaser.
The Purchaser is solely responsible for providing a valid and compatible Wallet address for the receipt of DLI.
Dlicom shall have no obligation to verify the accuracy or compatibility of any Wallet address provided, and any error, omission, or incompatibility may result in the loss of tokens without the possibility of recovery.
Token allocation is contingent upon the successful confirmation of the corresponding transaction on the applicable blockchain network.
Dlicom shall not be responsible for delays in delivery arising from network congestion, technical limitations, or any external factors beyond its control.
Where the distribution of DLI is subject to a specific release schedule, allocation mechanism, or staged delivery process, such conditions shall be communicated through the relevant purchase interface or accompanying documentation.
The Purchaser acknowledges that token delivery may not be immediate and may occur over time in accordance with such conditions.
In the event that a transaction is executed but DLI is not delivered due to a technical error attributable to Dlicom, the Company may, at its sole discretion and subject to verification, take reasonable steps to correct the allocation.
However, Dlicom shall not be obligated to reissue tokens where the issue arises from incorrect Wallet information, user error, or factors outside its control.
Once DLI has been delivered to the specified Wallet, the transaction shall be considered complete and final. Dlicom shall have no further responsibility in relation to the custody, management, or transfer of such tokens.
To the fullest extent permitted by applicable law, Dlicom shall not be liable for any loss arising from incorrect Wallet addresses, delayed delivery, failed transactions, or any inability of the Purchaser to access or control the Wallet to which DLI has been allocated.