ATORSE TOKEN & EQUITY TERMS
ATORSE TOKEN HOLDER AGREEMENT
Version 1.0
By participating in the ATORSE Referral Programme, you confirm you have read, understood, and fully accept all terms below. Continued participation means you agree to be legally bound by this entire Agreement.
- WHAT ARE TOKENS?
Tokens are digital units you earn through the ATORSE Referral Programme. Tokens are:
- Non-transferable (you cannot sell or give them away)
- Non-tradeable (no market exists)
- Non-refundable (no money back)
- Earned solely through verified referrals of new users
Tokens may be converted to equity in ATORSE only if ATORSE completes a Seed Round financing and chooses to approve conversion.
- HOW YOU EARN TOKENS
2.1 Referral Earning
You earn Tokens when someone:
- Clicks your unique referral link
- Creates an account using that link
- Verifies their email address
- Activates their first listing on ATORSE
Current reward: 1-50 Tokens per verified referral (ATORSE may change this anytime without notice).
2.2 ATORSE Can Change Everything
ATORSE reserves the right to:
- Change the number of Tokens per referral
- Modify earning caps and tiers
- Suspend or stop the referral programme entirely
- Change programme rules at any time
- Do all of this without notifying you
You have no say in these changes.
2.3 Earning Caps
- Tier 1: Maximum 50,000 Tokens earned
- Tier 2: Maximum 25,000 Tokens earned
Once you reach your tier, you earn no more Tokens. ATORSE may adjust these caps without notice.
- FRAUD DETECTION & ZERO TOLERANCE
3.1 What Counts as Fraud
ATORSE considers these activities fraudulent:
- Creating fake accounts or bot accounts
- Circular referrals (you refer someone who refers you back)
- Using temporary email services or disposable addresses
- Using VPNs, proxies, or IP spoofing
- Mass-creating accounts from one location
- Any coordinated scheme to artificially inflate referrals
- Referrals that don’t show genuine user activity
3.2 If You’re Caught
If ATORSE detects fraud:
- All your Tokens are permanently deleted
- Your account is suspended or terminated
- You are banned from earning Tokens forever
- You lose all rights to equity conversion
- You cannot appeal or dispute this decision
- ATORSE may pursue legal action against you
There is no appeal process. ATORSE’s decision is final.
3.3 Automatic Monitoring
ATORSE uses automated systems to detect suspicious patterns. If flagged, your account may be reviewed manually. You have no right to see evidence or challenge the review.
- YOUR REFERRAL DATA BELONGS TO ATORSE
4.1 You Cannot Access Referral Data
You have no right to:
- See data about people you referred
- Get contact information for referred users
- Export your referral performance metrics
- Request any information about your referral network
- Challenge how ATORSE uses this data
4.2 GDPR & Data Protection
Even if you’re in the EU or protected by GDPR:
- You waive your right to access your personal data (GDPR Article 15)
- You waive your right to data portability (GDPR Article 20)
- You waive your right to erasure (GDPR Article 17)
ATORSE owns all referral data and will retain it indefinitely.
4.3 No Data Sharing
ATORSE will never share referral data with referred users, other referrers, or third parties, except if legally required by court order or government authority.
- EQUITY CONVERSION – SEED ROUND ONLY
5.1 If ATORSE Raises a Seed Round
Tokens may convert to equity only if:
- ATORSE completes a Seed Round financing (timing unknown)
- ATORSE chooses to approve equity conversion (not guaranteed)
- You have at least 25,000 or 50,000 Tokens (depending on tier)
- You pass KYC/AML clearance (see Section 6)
5.2 Conversion is Not Guaranteed
ATORSE may:
- Never raise a Seed Round
- Raise a Seed Round but decline to convert any Tokens
- Convert only some Tokens or some Token holders
- Offer different conversion terms to different people
If ATORSE declines conversion, you have no claim against the company.
5.3 How Much Equity You Get
If conversion happens:
- ATORSE allocates maximum 1% of total company equity to all converted Token holders combined
- Your share = (Your Tokens ÷ Total Tokens Converted) × 1%
- Example: If 500K Tokens are in the pool but only 200K get converted, your equity is proportionally smaller
You get no equity guarantee. The 1% is a maximum cap only.
5.4 Tokens Are Destroyed
When Tokens convert to equity:
- Your Tokens are permanently deleted
- You receive only equity; Tokens no longer exist
- You cannot claim Tokens back
- KYC/AML CLEARANCE REQUIRED
6.1 You Must Pass Verification
Before any equity conversion, you must:
- Complete Know-Your-Customer (KYC) verification
- Pass Anti-Money Laundering (AML) screening
- Provide government-issued ID
- Certify you have no involvement in sanctions, criminal activity, or restricted countries
6.2 If You Fail Clearance
- Your equity conversion is denied
- Your Tokens are permanently burned (destroyed)
- You receive no alternative compensation
- You cannot appeal
- THREE-YEAR LOCK-UP & RESTRICTIONS
7.1 You Cannot Sell for 3 Years
If you receive equity through Token conversion:
- You cannot sell it for 3 years from the Seed Round date
- You cannot transfer it to anyone (except your direct heirs if you die)
- You cannot pledge it or use it as collateral
- Violation forfeits all your equity
7.2 After 3 Years
Even after lock-up ends, you can only sell if:
- ATORSE approves the buyer
- Or you sell back to ATORSE first (first refusal)
- ATORSE may decline your sale request
There is no guaranteed market for your equity.
7.3 Your Equity May Be Worthless
You acknowledge:
- No public market exists for ATORSE equity
- Your equity may have zero value
- You may never be able to sell it
- Lock-up period may extend indefinitely
Do not buy into the programme if you cannot afford to lose the equity entirely.
- TOKENS ARE NOT INVESTMENTS OR SECURITIES
8.1 What This Is Not
This is not:
- An investment contract
- A financial instrument
- A security offering
- A buyback agreement
- A redemption right
- A profit-sharing arrangement
8.2 No Buyback, No Refunds
ATORSE will:
- Never buy back Tokens for cash
- Never redeem Tokens for money
- Never guarantee Token value
- Never offer liquidity for Tokens
8.3 Speculative & Risky
Tokens are purely speculative. You may lose everything. Do not earn Tokens expecting profit or return.
8.4 Get Independent Advice
Do not rely on this Agreement for financial, tax, or legal advice. Consult qualified professionals before participating.
- WHAT HAPPENS IF TOKENS ARE NEVER CONVERTED
9.1 Tokens May Become Worthless
Your Tokens have value only if:
- ATORSE raises a Seed Round
- ATORSE approves equity conversion
- You pass KYC/AML clearance
If any of these don’t happen: your Tokens are worth €0.
9.2 Automatic Destruction
Your Tokens are automatically destroyed if:
- ATORSE never raises a Seed Round
- ATORSE elects not to convert Tokens
- You fail KYC/AML clearance
- Your account is terminated
- ATORSE ends the referral programme
No compensation applies.
- COMPANY DISSOLUTION & BANKRUPTCY
10.1 If ATORSE Shuts Down
If ATORSE:
- Ceases operations
- Files for bankruptcy
- Is acquired or merged
- Dissolves for any reason
Then:
- All Tokens are worthless and destroyed
- All equity is cancelled
- You have no claim on company assets
- You are not a creditor of ATORSE
- You receive nothing
10.2 No Recourse
You waive any right to:
- Claim against ATORSE assets
- Sue the company or founders
- Demand repayment or compensation
- Participate in liquidation proceeds
10.3 Liability Release
To the maximum extent allowed by law, you release ATORSE, its founders, officers, and employees from all liability related to Token loss or company failure.
- ATORSE CAN CHANGE TERMS ANYTIME
11.1 Unilateral Modification
ATORSE reserves the right to change:
- Token earning rates
- Referral policy
- Earning caps and tiers
- Equity conversion terms
- Any other term in this Agreement
11.2 No Notice or Consent Required
ATORSE may make changes:
- Without notifying you
- Without asking permission
- Without your consent
- At any time
11.3 Acceptance by Continuing
If you continue using the referral programme after a change, you accept the new terms automatically.
- DISPUTES & ARBITRATION
12.1 Binding Arbitration
Any dispute is resolved through binding arbitration, not courts. You:
- Waive the right to sue ATORSE
- Waive the right to a jury trial
- Waive the right to class action
- Agree to pay arbitration costs
12.2 No Appeals
Arbitration decisions are final. You cannot appeal.
12.3 Fraud & Termination
If ATORSE accuses you of fraud or terminates your account:
- You have no right to hearing or appeal
- ATORSE’s decision is final
- You cannot dispute it
- INTELLECTUAL PROPERTY
All Tokens, referral data, and Token systems are exclusively owned by ATORSE. You have:
- No ownership of Tokens
- No right to copy or reproduce Token data
- No claim to any ATORSE intellectual property
- No right to challenge ATORSE’s ownership
- GOVERNING LAW & JURISDICTION
This Agreement is governed by Latvian law. All disputes are resolved in Latvia exclusively. You consent to this jurisdiction.
- ENTIRE AGREEMENT
This Agreement, combined with ATORSE’s main Terms of Service, is the complete agreement about Tokens and equity. No oral promises, side agreements, or understandings apply.
ACCEPTANCE
By participating in the ATORSE Referral Programme, you confirm:
- ✓ You have read this entire Agreement
- ✓ You understand all terms
- ✓ You accept all terms without qualification
- ✓ You are legally bound by this Agreement
- ✓ You waive all claims and legal rights listed above
This is a binding legal contract. If you do not understand any term, consult an attorney before proceeding.
ATORSE Team
01 July 2026