TOL Token Terms and Condition...


1. THE OPENING


1.1. Why the secure communications sector ?


The past year has been marked by change and unpredictable circumstances. The outbreak of the pandemic had a huge impact on the global economy, including communication processes. These and many factors have influenced use of technology by people both in business and in private life. The technological trend forced by, among other things pandemic is the growing importance of technology providing remote contact. Here with help come advanced communicators. The current situation has forced the employers to a large extent to switch to remote working Many Venture Capital funds note that current services and tools do not solve all the problems associated with telecommuting. One such

issues is cyber security - for example, the security of data for example, the security of data shared during conversations on tools like Skype, Zoom or Slack.


Communicators Statistics


Among the top 5 most popular social media are 4 messengers:


WhatsApp has > 5 billion users;

Messenger has > 5 billion users;

WeChat has > 5 1.1 billion users;

Telegram with > 1 billion users.


1.2. What is TokLok?



TokLok is an application which guarantees fully confidential correspondence business and private correspondence. TokLok provides a convenient and at the same time secure online communication.



Why is it worth it?

TokLok is a guarantee of:

Confidentiality of correspondence;

Security of users' personal data;

Effective protection against hacking attacks;

Control over access to the content of group chats.


What distinguishes TokLok from other instant messengers?


1. Communication takes place only between phones - encrypted content is transferred between users' devices and devices and are not stored on intermediary servers. This solution makes it impossible to intercept correspondence and access to messages Even the manufacturer of the application does not have access to the messages.

2. Full encryption of transmitted content - TokLok uses two encryption algorithms to protect conversation uses two encryption algorithms. Even with even using the best supercomputers it would take reading the content would take at least 106 years


For complete information of the communicator, please visit: www.tok-lok.com

2. INTRODUCTORY LEGAL INFORMATION


2.1. Persons Responsible and Limitations of Liability


The entity responsible for the information given in this White Paper is Blue TOL Limited. The Company believes that the information contained in this White Paper is knowledge, in accordance with the facts, and contains no omission likely to affect its import.


All information contained in this White Paper may be updated or modified by Blue TOL Limited at any time. Therefore, completeness and actual accuracy are not guaranteed and this information is subject to change without notice. Blue TOL Limited makes no commitment or obligation to provide readers with notice of any changes to the information contained in this document.


No assurances or guarantees are provided as to the achievement of the intended objectives or the legitimacy of any future projections, estimates or perspectives. Investors should not interpret the content of this publication or any person's information as an assurance or warranty.



Blue TOL Limited BVI COMPANY NUMBER: 2096012 is incorporated in the BRITISH VIRGIN ISLANDS as a BVI BUSINESS COMPANY, this 8th day of April, 2022

------------------------------------------------

Paulina Woźniak


2.2. Presentation of Information


Currencies. In this White Paper, financial information is presented in polish zloty (PLN), the official currency of Poland


Date of Information. This White Paper is drawn up based on information, which was valid as of May 12th2022. Where not expressly indicated otherwise, all information presented in this must be understood to refer to the state of affairs as of the aforementioned date. Where information is presented as of a date other than March 12th 2022.  this is identified by either specifying the relevant date or by the use of expressions “the date of this White Paper”, “to date”, “until the date hereof” and all be construed to mean the date of this White Paper.


Third Party Information and Market Information. For portions of this White Paper, certain information may have been sourced from third parties. Such information is accurately reproduced and as far as the Company is aware and is able to ascertain from the information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Certain information with respect to the markets in which the Company and its subsidiaries operate is based on the best assessment made by the Management (as defined in Section “Glossary”). With respect industry in which the Company and its subsidiaries are active and certain jurisdictions in which they conduct their operations, reliable market information is often not available or is incomplete. While every reasonable care was taken to provide best possible assessments of the relevant market situation and the information on the relevant industry, such information may not be relied upon as final and conclusive. Ordering Party are encouraged to conduct their own investigation of the relevant markets or employ a professional consultant.

Updates. The Company will update the information contained in this White Paper only to such extent and at such intervals and by such means as required by the applicable law or considered necessary and appropriate by the Management. The Company is under no obligation to update or modify forward- looking statements included in this White Paper.

Definitions of Terms. In this White Paper, capitalised terms have the meaning ascribed to them in Section “Glossary”, with the exception of such cases where the context evidently requires to the contrary, whereas the singular shall include plural and vice versa. Other terms may be defined elsewhere in the White Paper.

2.3. Documents on Display


In addition to this White Paper, the following documents are in the attachment of this White Paper

(i) the Articles of Association;

(ii) the extract from the  British Virgin Islands register.


2.4. Use of White Paper


This White Paper is prepared solely for the purposes of the Offering of the Offered Tokens listing and the admission to trading of the Tokens on cryptocurrency exchange, which is described in Section 10 of this White Paper. This White Paper may not be used for any other purpose than for making the decision of participating in the Offering or investing into the Tokens. You may not copy, reproduce (other than for private and non-commercial use) or disseminate this White Paper without express written permission from the Company.


3.  SUMMARY


This Summary is a brief overview of the information disclosed in this White Paper. This summary is made up on the basis of the applicable disclosure requirements known as “Elements”. These Elements are numbered in the Sections A – E (A.1 – E.7). This Summary contains all Elements required to be included in a summary for this type of the Offered Tokens and the Company. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of the Offered Tokens and the Company, it is possible that no relevant information can be given regarding that Element. In this case, a short description of the Element is included in this Summary with the mention of “not applicable”.


Section A – Introduction and Warnings


Element Title Disclosure

A.1 Introduction and warnings This Summary should be read as an introduction to the White Paper and any decision to invest in the Offered Tokens should be based on consideration of the White Paper as a whole by the Investor.  Where a claim relating to the information contained in this White Paper is brought before a court, the plaintiff might, under UEA legislation, have to bear the costs of translating the White Paper before the legal proceedings are initiated. 

A.2 Use of White Paper for subsequent resale of Offered Tokens Not applicable; the White Paper cannot be used for the resale of the Offered Tokens.

The White Paper only contains the information about original Offer and can be only displayed to the other acquirers.



Section B – The Company


Element Title Disclosure

B.1 Legal name and Commercial name Blue TOL Limited BVI COMPANY NUMBER: 2096012 is incorporated in the BRITISH VIRGIN ISLANDS as a BVI BUSINESS COMPANY, this 8th day of April, 2022.

B.2 Domicile/ legal form/ legislation/ country of incorporation/additional information The Company has been established and is currently operating under laws of the United Arab Emirates in the form of a private limited liability company.


B.3 Description and key factors of current operations and principal activities, categories of products and/ or services The Company currently does not carry out business activities. At present the Company only conducts marketing activities. What is more the Company is working on creating the website and the applications needed for the Offering.

Currently, the Company has no financial statement.


B.4 Persons, directly or indirectly having interest in the Company’s capital or voting rights notifiable under e British Virgin Islands law and the amount of such interest. Voting rights of major shareholder. Direct or indirect control of the Company.

The founders of the Company are:

1. Paulina Woźniak 

B.6 Affiliated companies of the Shareholders REIBA LTD company affiliated with Paulina Woźniak



Section C –  Tokens


Element Title Disclosure

C.1 Basic information about the Offered Tokens The Company has generated its own kind of token – TOL Token, which is an extension of the ERC20. 


C.2 Currency of the Offered Tokens The Offered Tokens are denominated in PLN.

C.3 Number of the Offered Tokens There are altogether 10 000 000 Offered Tokens 


C.4 Rights attached to the Tokens Each Investor of Offered Tokens will be entitled to receive a percentage of the profit derived from Reiba's income under special conditions

Each Investor of Offered Tokens will be able to use the TokLok messenger for free after fulfilling the conditions.

The Investor of the Offered Token has the right to own it and may dispose of it at his discretion. 


C.6 Admission to trading The Offered Token become tradeable afterward the settlement to the Investor.



Section D – Risks


Element Title Disclosure

D.1 Key risks related to the Business

Liquidity Risk – Liquidity risk related to the ability of the Company to meet its contractual obligations on time and it arises from differences between maturities of assets and liabilities.


Operating Risk – Operating risk is a risk of potential loss caused by human, process or information system failures and flaws. In addition to human, process or information system failures and flaws, the operating risk embraces risk of corporate fraud and misconduct.


Banking Systems Risk - Trading virtual currencies is not always well- perceived by the Banks. There is a possibility that the transfers associated with the token may be blocked by the banks. 


Personnel and management risks – There is a risk of management errors at the level of the Company. These may result in unforeseeable losses and costs which could adversely affect the results of the Company and lead to the insolvency of the Company.


Competitive reactions – The risk exists that competitors to the Company may establish themselves in the market and that the Company may not be able to compete. This may have a material adverse effect on the Company's net assets, financial position and results of operations.


Issue costs - The capital raised through the issue is also used to offset the costs associated with the Offering that is the object of the White Paper and is thus not available in its entirety for investment. The Company may incur higher costs if it becomes necessary.


Changes in the tax environment - Future changes in tax laws and differing interpretations of laws by tax authorities and courts cannot be precluded. To this extent, adverse changes in tax law may have a negative impact on Company’s activities and/or results of operations.


No influence or participation rights - The Company will not be able to exert any influence on its business partners or their management as part of its planned business activities.


Risk of criminal offences - Due to the system, token offerings are subject to increased susceptibility to fraud, money laundering and terrorist financing. Despite the Company’s effort, it may have an impact on operations of the Company.


Qualified advice - The information contained in this brochure does not replace any qualified advice that may be required from a third party. Otherwise, there is a risk that the investor may acquire an investment that is unsuitable for him.


Failure to Obtain, Maintain or Renew Licenses and Permits - The Company may be legally required to obtain licenses and permits to lawfully carry out its activity in different jurisdictions. Such legal requirements may be subject to modifications and new legal requirements applicable to any of the Company’s parties may arise in the future. 


Conflicts of Interest - Any party related to the Company, such as majority shareholders, companies controlled by the Company or in which the Company has an interest, and any other affiliates of any kind, can carry out and continue to carry out transactions with other related parties.

D.2 Key risks related to the politic, economy and law Contractual Risks – The operations of the Company are materially dependent on the validity and enforceability of the transactions and agreements entered into by the Company.


Exposure to Civil Liability – the Company operates in a legal and regulatory environment that exposes it to significant risk of claims, disputes and legal proceedings.


Tax regime Risks – Tax regimes of the geographical markets where the Company operates are from time to time subject to change, some of which may be dictated by short- term political needs and may therefore be unexpected and unpredictable.


Uncertain Regulatory Framework - There is great uncertainty surrounding the legal regulatory framework of cryptographic tokens, digital assets, and blockchain technology. In many jurisdictions, it has not yet been regulated, and it is difficult to forecast how such regulation will take place in the future. In others, there are regulations; however governmental authorities may decide to modify the existing laws and regulations that govern cryptographic tokens, digital assets, blockchain technology and its applications. Such modifications could have a negative impact upon the Tokens in several ways.


Risk of freezing funds by state institutions / central supervision in the event of any legal investigation related to the Offered Tokens - it is possible that the Company will be subject to the control of relevant state authorities or supervisory authorities during which the company's funds will be temporarily blocked. In such a situation, the Company will be deprived of the opportunity to conduct business.



D.3 Key risks related to the Offered Tokens Wallet and private key - The Client bears full responsibility regarding the decision on the correct (compatible) wallet. The Client alone is also responsible for the secure storage of the private key of its wallet necessary to receive and dispose of the Offered Tokens.


Theft and loos Risk - The technology of issuing and distributing the Offered Tokens, despite maintaining the highest security standards by the Company, does not exclude the possibility of theft or loss of the Offered Tokens


Dependency on Information Technology Systems Risk - The company maintains the highest standards for the construction and operation of IT systems, using the services of professional entities. However, it cannot avoid the risks associated with a hacker attack, system failure, disconnection of the Internet connection or physical damage to servers


Attacks by “hackers” and sabotage - There is a risk of hacker attacks on the IT infrastructure used by the Company and essential networks and technologies. As a result, the Company may be partially, temporarily or even permanently prevented from carrying out its business activities. This may also have a negative impact on the Company's business activities.


Risks associated with blockchain technology - Blockchain technology is a relatively young and little rehearsed and tested technology. The Company bears the risk that this technology may be subject to technical difficulties or that its functionality may be impaired by external influences.


Blockchain Delay – The Investor hereby acknowledges that there is a possibility that the transaction is not included at the expected time, and, therefore, that Purchaser might not receive the Offered Tokens.


Possible Ethereum Mining Attacks - Mining attacks may occur in blockchain included in the Tokens Smart Contracts. These attacks include, but are not limited to double-spend, majority mining, selfish-mining, and/or race condition.


The possibility of Tokens becoming worthless – The Offered Tokens may become worthless.


Highly Speculative Traded Price - In secondary markets, the value of the Offered Tokens tends to be obscure and subject to speculations. The Offered Tokens have no link to the assets of the Company; what is more, they are not backed by tangible assets. Prices can drop or increase unexpectedly.

 

No-refund Policy of Tokens - The Company hereby states that it will not be in any way compelled or under any legal obligation to grant a refund, or any other type of compensation, related to the Offered Tokens, and does not promise any future action or price related thereto.

D.4 Risk Relating to Project Development

Unexpected events happened to the Company’s shareholder – The Company hereby declares that success of the Offering relies on the experience of its shareholders and their personal commitment.  Personal events, sickness and death of shareholders may have material adverse effect on the Company’s operation, financial condition and results of operations.


Section E – Offer


Element Title Dislosure

E.1 Estimate of total expenses of the Offer Estimate of total expenses of the Offer is around 17 000 000 zł, including 60% - Application development, 20% marketing and 20% wariness.


E.2 Reasons for offer, use of proceeds The general purpose of the Offer is further development and marketing activities related to TokLok messenger.

E.3 Terms and conditions of the Offer The Offering will be carried in British Virgin Islands and in other countries with exception described in Section 5.3.



E.4 Interest, material to Offer According to the knowledge of the Management, there are no personal interests of the persons involved in the Offering material to the Offering. The Management is unaware of any conflicts of interests related to the Offering.


E.5 Name of persons or entity offering of Offered Tokens The Offering is carried out by the Company. The Management Board is responsible for the Offering. 

E.6 Estimated expenses charged to the Investor. Not applicable; no expenses are charged to the investor by the Company. 


4.  RISK FACTORS


4.1. Introduction 


Investing into the Offered Tokens issued by the Company entails various risks. Each Investor who invests into Tokens should thoroughly consider all the information in this White Paper, including the risk factors described below. Any of the risk factors described below, or additional risks not currently known to the Management or not considered significant by the Management, could have a material adverse effect on the business, financial condition, operations or prospects of the Company. As a result, the Investor could lose a part or all of the value of their investments. The Management believes that the factors described below present the principal risks inherent in investing into the Tokens. The risk factors are not listed in any order of priority with regard to significance or probability.


This White Paper is not, and does not purport to be, investment advice or an investment recommendation to acquire the Offered Tokens. The Investor in the Offered Tokens must determine, based on its own independent review and analysis and such professional advice as it deems necessary and appropriate, whether an investment into the Offered Tokens is consistent with its financial needs and investment objectives and whether such investment is consistent with any rules, requirements and restrictions as may be applicable to that the Investor, such as investment policies and guidelines, laws and regulations of the relevant authorities, etc.


Acquiring Tokens entails risks. All potential Investors should carefully and closely examine the following information about the risks involved before finally deciding to carry out the purchase. Should any of these forecasted risks happen, the Platform, Protocol and value of Tokens could suffer negative consequences.


This document is non-exhaustive and only seeks to forecast some of the possible risks that arise from this business activity. There may be additional risks and uncertainties which may bring about negative consequences for the Project or the value of the Tokens that are not mentioned in this document.

By purchasing Tokens, investors acknowledge and agree that there are risks associated with purchasing, owning, and using the Tokens, as disclosed and explained in this Offering Document. By purchasing Tokens, investors expressly acknowledge and assume these risks. 


4.2. Business Risks


Liquidity Risk. Liquidity risk means the ability of the Company to meet its contractual obligations on time and it arises from differences between maturities of assets and liabilities. Management of the Company and its strategy is based on risk policies, resulting in various liquidity risk measures, limits and internal procedures. Such risk policies and internal procedures may, however, not be adequate or sufficient in order to ensure the Company’s access to in order to ensure sufficient liquidity. The liquidity risk may have material adverse effect on the operations, financial condition and results of operations.


Operating Risk. Operating risk is a risk of potential loss caused by human, process or information system failures and flaws. In according to human, process or information system failures and flaws, the operating risk embraces risk of corporate fraud and misconduct. When completing transactions, transaction limits and competence systems are used to minimize potential loss.  The Company is constantly monitoring the information systems and supervise its own operations. Thanks to these activities there is a possibility to identify risks of system failures, flaws or fraud and mitigate the operating risk. The information received from the monitoring of the information systems and operations of the Company is used to correct the flaws in information systems and avoid failures thereof. 


Banking Systems Risk. Trading virtual currencies is a phenomenon usually reluctantly accepted by the Banks. There may be a risk of blocking the transfer associated with the token purchase process by the investor's bank. An additional risk may occur in the event of blocking or closing the Company bills.


Personnel and management risks. There is a risk of management errors at the level of the Company as its parent company. These may result in unforeseeable losses and costs which could adversely affect the results of the Company and lead to the insolvency of the Company The economic success of the Company depends to a large extent on the abilities of the management of the Company. The loss of employees with appropriate key qualifications may result in the risk that expertise is no longer available. If the key personnel cannot be permanently replaced by qualified employees, this may have a significant adverse effect on the economic development of the company (so-called key personnel risk). The ongoing and dynamic changes in the market for crypto assets and blockchain technologies require the Company to make permanent adjustments to their structures - both in terms of personnel and technical infrastructure. This entails the risk of making wrong decisions in terms of organizational and personnel development. This also results in a strong dependency on the available personnel and their level of training. Intense competition on the personnel market for managers and skilled personnel exists, which can lead to higher personnel costs. Moreover, competitors may attempt to entice away managers or other skilled personnel.


Competitive reactions. The risk exists that competitors to Company may establish themselves in the market and that the Company may not be able to compete. This may have a material adverse effect on the Company’s net assets, financial position and results of operations.


Issue costs. The capital raised through the issue is also used to offset the costs associated with the Offering that is the object of the White Paper (issue costs) and is thus not available in its entirety for investment. The Company may incur higher costs if it becomes necessary that the Company intensify its sales activities. This would adversely affect the ratio of issue costs to issue proceeds. This also applies if the issue is closed prematurely or placed less than planned on the White Paper Date. As a result, there is a risk that the Company will not be able to carry out its planned business activities.


Changes in the tax environment. Future changes in tax laws and differing interpretations of laws by tax authorities and courts cannot be precluded. To this extent, adverse changes in tax law may have a negative impact on Company’s business activities and/or results of operations. The Company will use different cryptocurrencies in the course of its intended business activities. The tax treatment of cryptocurrencies and transactions with such currencies has not yet been clarified. This brings about considerable risks regarding the tax treatment of the Company's business activities. Due to the unclarified tax treatment - in the case of a different valuation by the tax authorities and courts for the tax treatment of the Company - subsequent tax claims against the Company cannot be excluded.


No influence or participation rights. The Company will not be able to exert any influence on its business partners or their management as part of its planned business activities, meaning that legal transactions and measures can also be implemented against the will of the Company.


Risk of criminal offences. Due to the system, offerings are subject to increased susceptibility to fraud, money laundering and terrorist financing. This increases the investor's risk of losing the capital it has invested, also due to necessary measures taken by the authorities against the operators or other persons involved in such illegal transactions.


Qualified advice. The information contained in this brochure does not replace any qualified advice that may be required from a third party. An investment decision should not be made solely on the basis of the information in this section or White Paper, as the information contained herein cannot replace advice and information tailored to the needs, objectives, experience and knowledge and circumstances of the individual investor. Otherwise, there is a risk that the investor may acquire an investment that is unsuitable for him.


Failure to Obtain, Maintain or Renew Licenses and Permits - The Company may be legally required to obtain licenses and permits to lawfully carry out its activity in different jurisdictions. Such legal requirements may be subject to modifications and new legal requirements applicable to any of the Company’s parties may arise in the future. 

The successful execution of the Company and the Company’s parties’ business activities is reliant upon the continuation of the validity of said licenses and permits, as well as upon the compliance with the corresponding terms. 


Conflicts of Interest - Any party related to the Company, such as majority shareholders, companies controlled by the Company or in which the Company has an interest, and any other affiliates of any kind, can carry out and continue to carry out transactions with other related parties.

If a conflict of interest comes about between any of the Company’s affiliates and any party related to the Company, this could result in the conclusion of the transactions for reasons unrelated to market forces.

4.3. Political, Economic and Legal Risks 


Contractual Risks. The operations of the Company are materially dependent on the validity and enforceability of the transactions and agreements entered into by the Company. These transactions and agreements may be subject to the laws of British Virgin Islands or to the laws of other countries where the Company operates. While due care is taken to ensure that the terms of these transactions and agreements are fully enforceable under the laws applicable to them, occasional contradictions and variations of interpretation may occur. Consequently, the Company may not be able to always enforce their contractual rights. Moreover, the legal environment where such transactions are effected and agreements are entered into, which is primarily that of the Baltic states, is subject to changes, both through the enactment of new laws and regulations and through changes in interpretation by the competent authorities and courts. Therefore, it cannot be fully excluded that certain terms of the transactions and agreements entered into by the Company turn out to be unenforceable, which in turn may have material adverse effect on the Company’s operations.


Exposure to Civil Liability. The Company operates in a legal and regulatory environment that exposes it to significant risk of claims, disputes and legal proceedings. The results of such disputes are inherently difficult to predict and even the disputes themselves, not only unfavourable outcomes, may result in the Company incurring significant expenses and damages, and in negative eff which in turn may have material adverse effect on the Company’s operation, financial condition and results of operations.


Tax Regime Risks. Tax regimes of the geographical markets where the Company operates are from time to time subject to change, some of which may be dictated by short-term political needs and may therefore be unexpected and unpredictable. Any changes in the tax regimes in the jurisdictions where the Company operates or in the interpretation of such tax laws, regulations or treaties may have material adverse effect on the Company’s operations, financial condition and results of operations. Investment in the Offered Tokens shall be exclusive of all applicable taxes. Investors are responsible for determining what, if any, taxes apply to any purchase of Offered Tokens, including, for example, sales, use, value added, and similar taxes. It is the investor’s responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. The Company is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from any investor’s purchase of Offered Tokens.


Uncertain Regulatory Framework - There is great uncertainty surrounding the legal regulatory framework of cryptographic tokens, digital assets, and blockchain technology. In many jurisdictions, it has not yet been regulated, and it is difficult to forecast how such regulation will take place in the future. In others, there are regulations; however governmental authorities may decide to modify the existing laws and regulations that govern cryptographic tokens, digital assets, blockchain technology and its applications. Such modifications could have a negative impact upon the Offered Tokens in several ways. For instance, governmental authorities may decide to set forth a new rule stating that the Tokens are regulated financial instruments that must be registered. The Company may decide to cease to distribute the Offered Tokens, interrupt operations, or halt the development of the project in case the authorities of a certain jurisdiction decide it is unlawful or commercially troublesome to do so.


Risk of freezing funds by state institutions / central supervision in the event of any legal investigation related to the Offered Tokens - it is possible that the Company will be subject to the control of relevant state authorities or supervisory authorities during which the company's funds will be temporarily blocked. In such a situation, the Company will be deprived of the opportunity to conduct business.


4.4 Risks Related to Tokens, Offering and Listing


Wallet and private key. The wallet required by the Investor must be compatible with ethereum blockchain. If the Offered Tokens are transferred to an incompatible wallet, normally the Investor will no longer be able to access and dispose of the Offered Tokens. This will means a total loss of its investment for the investor. The investor bears full responsibility regarding the decision on the correct (compatible) wallet. The investor alone is also responsible for the secure storage of the private key of its wallet necessary to receive and dispose of tokens. The loss or theft of the Private Key is equivalent to the loss of all tokens assigned to the wallet.


Theft and loss Risk.  The technology of issuing and distributing tokens, despite maintaining the highest security standards by the Company, does not exclude the possibility of theft or loss of the Offered Tokens. The Company is not responsible for the Offered Tokens stored on third-party platforms, cold wallet and in cases resulting from the investor's failure to observe the precautions and safety rules generally accepted in the virtual currencies industry.


Dependency on Information Technology Systems Risk. The company maintains the highest standards for the construction and operation of IT systems, using the services of professional entities. However, it cannot avoid the risks associated with a hacker attack, system failure, disconnection of the Internet connection or physical damage to servers. The Investors should take care of their devices on their own.


Attacks by "hackers" and sabotage. There is a risk of hacker attacks on the IT infrastructure used by the Company and essential networks and technologies. As a result, the Company may be partially, temporarily or even permanently prevented from carrying out its business activities. In addition to hacker attacks, there is risk that employees of the Company or third parties may sabotage the IT systems, which may lead to the failure of hardware and/or software systems of the Company. This may also have a negative impact on the Company's business activities.


Blockchain Delay - Bitcoin and Ethereum blockchain block production can happen randomly, since they are regulated by proof or work (e.g. cryptocurrency might not be included for a distribution period if transferred at the end of a distribution period, whether at Token Presale or Sale.)  The Investor hereby acknowledges that there is a possibility that the transaction is not included at the expected time, and, therefore, that Investor might not receive the Offered Tokens.


Possible Ethereum Mining Attacks - Mining attacks may occur in blockchain included in Tokens Smart Contracts. These attacks include, but are not limited to double-spend, majority mining, selfish-mining, and/or race condition. Should any attack be carried out successfully, there will be a hazard on the operation, functioning and sequencing of transactions pertaining the Offered Tokens, and of contract computations.


The possibility of Tokens becoming worthless – The Offered Tokens may become worthless. The Company does not ensure the liquidity of Tokens and waives all responsibility or liability that may arise in relation to the market value of the Offered Tokens, their price, selling, purchase, and/or the existence of any markets for the Offered Tokens.


Highly Speculative Traded Price - In secondary markets, the value of the Offered Tokens tends to be obscure and subject to speculations. Tokens have no link to the assets of the Company; what is more, they are not backed by tangible assets. Prices can drop or increase unexpectedly. The whole investment by an Investor could be lost, or, in extreme cases, Tokens could lose their entire value.


No-refund Policy of  the Offered Tokens - The Company hereby states that it will not be in any way compelled or under any legal obligation to grant a refund, or any other type of compensation, related to the Offered Tokens, and does not promise any future action or price related thereto. It is hereby warned that the Investors might not be able to recover their investment, and that said investment might be subject to laws from a jurisdiction different from the private laws applicable to the holder. 



4.5. Risk Relating to Project Development



Unexpected events happened to the Company’s shareholder – The Company hereby declares that success of the Offering relies on the experience of its shareholders and their personal commitment.  Personal events, sickness and death of shareholders may have material adverse effect on the Company’s operation, financial condition and results of operations. As a result, there is a risk that the Company will not be able to carry out its planned business activities.


5.  TERMS AND CONDITIONS OF THE OFFERING


5.1. Offering

The Tokens are being offered in British Virgin Islands and they may be offered outside British Virgin Islands with the restrictions described in Section 5.3. The Offering will involve the issue of Tokens in a volume corresponding to the number of the Offer Tokens subscribed for in the course of the Offering and allocated to Investors in accordance with the terms described in this Section “Terms and Conditions of Offering”. 

5.2.  Participating in Offering

The Offering is directed only to the Investors which are natural persons. 


 5.3. Restriction to the Offering


This White Paper does not constitute an offer in any jurisdiction in which such offer would be unlawful. The Offer does not apply to investors to whom U.S. or China tax laws apply. Persons who come into possession of this White Paper must comply with the distribution rules applicable in their respective country.


The Company prohibits investment from sanctioned countries, and countries which are high risk for money-laundering or terrorist financing and corruption. Investors from countries deemed high risk are subjected to enhanced due diligence. 



5.4. Number of the Offered Tokens


There shall be 10 000 000 altogether. In reference to the Section 5.6. the Offering Period shall be divided into three phases.  The number of the Offered Tokens during each phase shall be as follows:


1. First Stage – 8 000 000 the Offered Tokens;

2. Second Stage – 1 000 000 the Offered Tokens;

3. Third Stage – 350 000 the Offered Tokens.


 

5.5. Offer Price


The purchase price for each Offered Token depends on the Offering Period in which the Offered Token is bought. The price is indicated as follows:

1. 16th of May 2022 – 16th of July 2022 – the price for one Offered Token is 1 PLN.

2. 16st of July 2022 – 16st of Sep 2022 – the price for one Offered Token is 5,5 PLN.

3. 16nd of Sep 2020 – 16nd of Nov 2022 - – the price for one Offered Token is 10 PLN.


5.6. Offering Period


The Offering Period is the period during which the Investor has the right to participate in the Offering may submit Subscription Undertakings (please see Section “Subscription Undertakings” for further details) for the Offered Tokens. The Offering Period commences on May 16th 2022 and last on Nov 16th 2022.


The Offering Period is divided into three periods as follows:

1. 16th of May 2022 – 16th of July 2022 

2. 16st of July 2022 – 16st of Sep 2022 

3. 16nd of Sep 2022 – 16nd of Nov 2022 


For the exact time of closing and the start of the next stage, please visit the sales page at: https://buy.tokloktoken.com/


5.7. Subscription Undertakings


In order to purchase the Offered Tokens, the Investor shall have its account on buy.tokloktoken.com To register on the website for the first time, the Investor shall go to buy.tokloktoken.com and then click the "Sign Up" button and afterwards follow the instructions. Once registration is complete, the Investor shall be able to receive a confirmation email on its registered email address. After confirming its account through the sent mailer, the Investor shall be required to complete KYC procedure. To verify an identity, the Investor shall follow the steps in accordance with the instructions indicated on the website.  Once the KYC procedure is completed, the Investor shall be ready to perform a transaction.

In order to buy the Offered Token, the Investor shall click the “buy tab” and follow the instruction shown on the website. 


5.8. Payment


The Investor shall pay for the Offered Tokens in crypto currencies: Bitcoin or Ethereum and fiat currencies: PLN, EURO


5.9. Settlement 


The Offered Tokens allocated to the Investors will be transferred to the indicated during the registration wallets after the completion of the last phase of the Offering Period.  


5.10. Trade of the Offered Tokens


The Offered Token become tradeable immediately afterward the settlement it to the Investor’ wallet. The Investor shall have the right to trade the Offered Token on terms and for the price at its own discretion.

5.11. Cancellation of Offering


The Company has the right to cancel the Offering.  In addition to other cancellation right, the Company has reserved the right to cancel the Offering in the part not subscribed for in the course of the Offering. Any cancellation of the Offering will be announced on the Website. All rights and obligations of the parties in relation to the cancelled part of the Offering shall be considered terminated at the moment when such announcement is made public.


5.12. Conflicts of Interests


According to the knowledge of the Management, there are no personal interests of the persons involved in the Offering material to the Offering. The Management is unaware of any conflicts of interests related to the Offering.



6.REASONS FOR OFFERING AND USE OF PROCEEDS


The general purpose of the Offer is to develop TokLok messenger, among others, with the functionality to communicate without access to the Internet and marketing activities aimed at increasing the visibility of the product.



 




7.BENEFITS FOR THE INVESTOR

7.1 Profits from TokLok 


7.1.1 Free for lifetime 


By making a one-time purchase of TOL tokens for 1000 PLN you get lifetime free access to the application on workspace for 2 people. You receive access forever with all updates and new features that will be introduced.



7.1.2 Passive income


The company that owns TokLok offers the opportunity to deposit purchased tokens in a special account in exchange for a dividend of 30% of the company’s revenue paid out once a year. The profits paid out will be divided proportionally among all TOL holders who have decided to deposit their tokens. The minimum number of deposited TOL tokens in order to receive the bonus is 5 000 TOL.


7.1.3 Interest-bearing deposit


TOL Token offers deposits for Token holders with a minimum value of €1000.

For keeping them in the account for a minimum of 12 months we receive 8% per year with daily capitalization of interest! This gives an effective interest rate of up to 8.3% per year, as interest is also charged on the interest. Interest will be paid in ETH.


7.2 Additional profit


We offer the best price for the first people who decide to buy the token. The first stage of sale is certainly the most attractive. In subsequent stages the price of the token increases several times.



8.  GENERAL CORPORATE INFORMATION AND ARTICLES OF ASSOCIATION


8.1. General Corporate Information


The business name of the Company is Blue TOL Limited. The Company was registered in the BRITISH VIRGIN ISLANDS as a BVI BUSINESS COMPANY Commercial Register under the register code 2096012. The Company has been established and is currently operating under the laws of the United Arab Emirates in the form of a limited liability company and is established for an indefinite term. The Company does not hire any employees.




8.2. Articles of Association


The Articles of Association of the Company was adopted on 8th day of April, 2022.. The main terms of the Articles of Association of the Company are the following:

(i) Upon increasing the share capital the shares of the private limited company shall be paid for in monetary contribution only.

(ii) Upon transfer of a share of the company:  the other shareholders have the right of pre-emption if the share is transferred to any third person;

(iii) A share of the company may be pledged;

(iv) Company may issue, for a conditional increase of the share capital, bonds by a resolution of the shareholders, the holders of which have the right to convert their bonds to shares (convertible bond);

(v) Each member of the management board has the right to represent the company in all legal acts unless a different entry is made in the commercial register. A corresponding resolution of the shareholders shall be adopted under the procedure prescribed for amending the articles of association;

(vi) The company shall have no supervisory board;


9.  SHARE CAPITAL, SHARES AND OWNERSHIP STRUCTURE


9.1. Share Capital and Shares


The Shares are governed by the laws of the British Virgin Islands.

The Shares are freely transferrable.


9.2. Shareholders of Company


As at the date of this White Paper, the Shareholders holding over 25 % of all Shares in the Company are the following:


Name of Shareholder Proportion

Paulina Woźniak            100%


The founders of the Company – Paulina Woźniak   


The Management is as at the date of this White Paper not aware of any arrangements or circumstances, which may at a subsequent date result in a change in control over the Company.


The major Shareholders of the Company do not have voting rights different than those described in Section “Rights of Shareholders” below.


9.3. Rights of Shareholders


Introductory Remarks. This Section “Rights of Shareholders” aims to provide rights of shareholders arising from e British Virgin Islands law applicable in respect of the Shareholders of the Company.

Right to Participate in Corporate Governance. The shareholders of a limited liability company are entitled to take part in the corporate governance of such company through the general meeting of shareholders, where they can exercise their powers to decide on certain important corporate matters, such as the amendment of the articles of association, the increase and decrease of the share capital, the approval of annual reports and the distribution of profit, the dissolution, merger, division or transformation of the company, and certain other matters. The general meeting of shareholders is the highest governing body of a limited liability company.

The ordinary general meeting of shareholders must be held once a year pursuant to the procedure and at the time set forth by the law and the articles of association.



The notice of an upcoming general meeting of shareholders must be disclosed to shareholders three weeks in advance. 

A resolution of the shareholders shall be adopted if 51% per cent of the votes of the participants in the shareholders’ meeting or of all the votes in the case of deciding without convening the meeting is given in favor unless otherwise provided for by law or the Articles of Association. 

Only those shareholders are eligible to attend and vote at a general meeting of shareholders who were on the list of shareholders as of the date falling seven calendar days before the meeting.


As a rule, the resolutions of a general meeting of shareholders require the affirmative vote of the majority of the votes represented at the meeting. Certain resolutions, such as amending the articles of association, increasing or decreasing the share capital, resolutions relating to a merger or liquidation of the company, etc., require a qualified majority of 2/3 of the votes represented at the meeting of shareholders.


Right to Information. The shareholders of the company have the right to receive information on the activities of the company from the management board at the general meetings of shareholders. However, management board may refuse to give information if there is a reason to presume that this may cause significant damage to the interests of the company. In the event the management board refuses to give information, shareholders may require the general meeting of shareholders to decide on the legality of such refusal.



Right to Dividends. All shareholders of the Company have the right to participate in the distribution of profit of the company and have the right to receive dividends proportionally to their shareholding in the company. Resolving the distribution of profit and the payment of dividends is in the competence of the general meeting of shareholders. The resolution of the distribution of profit and the payment of dividends is adopted on the basis of the approved annual report for the preceding financial year, whereas the management board is under the obligation to make a proposal for the distribution of profit and the payment of dividends in the annual report or in a separate document accompanying the annual report.


9.4. Shareholders’ Agreements


According to the Management’s knowledge, there are no shareholders’ agreements executed between the Shareholders in respect of their shareholdings in the Company.

10. LISTING AND ADMISION TO TRADING 

All Offered Tokens are altogether intended for trading. Tokens shall be freely transferable from moment of settlement on Investors’ wallets.  The company does not introduce any restrictions in this respect. 

11. EXCHANGES


The Offered Tokens will be listed on an exchange after the completion of the Offering. The Company reserves the right to designate multiple or single exchange by making a statement to that effect on the Website.


12. FINANCIAL INFORMATION

 

At present the Company does not own the financial statements. The Company was registered 8th day of April, 2022. On the day of the White Paper, the company's financial situation is described in the table below:



Operating expenses 0 PLN

Income 0 PLN

Liabilities 0 PLN

Equity 0 PLN



14.GLOSSARY



Term Definition

Articles of Association Shall mean the Articles of Association of the Company effective as at the date of this White Paper

Company

Blue TOL Limited BVI COMPANY NUMBER: 2096012 is incorporated in the BRITISH VIRGIN ISLANDS as a BVI BUSINESS COMPANY, this 8th day of April, 2022.

PLN

shall mean The main currency we use in Offered Tokens 

Management Shall mean the Management Board of the Company



Investor Shall mean the person who bought the Offered Token

Offer Price Shall mean the final price per each Offered Tokens, which shall be a fixed price of PLN 

Offering Period Shall mean the period during which the Offered Tokens are issued

White Paper Shall mean this document

Section Shall mean a section of this White Paper

Offered Tokens Shall mean the Tokens issued by the Company.

Shareholder Shall mean natural or legal person(s), holding the Share(s) of the Company at any relevant point of time

Website Shall mean website of the Company – tokloktoken.com

Summary Shall mean the Summary of this White Paper