VINchain Token Sale Agreement


VINchain Token Sale Agreement

Last Updated: February 14, 2018

This VINchain Token Purchase Agreement (this “Agreement”) contains the terms and conditions that govern your use of the VINchain Platform and purchase of the VINchain tokens (the “VIN Tokens”) distributed on the Ethereum blockchain. This Agreement is made  between you or the entity that you represent (“Buyer” or “you”) and VINchain OÜ, Private Limited Company, incorporated in Estonia (together with its affiliates, “Company”).  Buyer and Company are herein referred to individually as the “Party” and collectively as the “Parties”.

NOW, THEREFORE, in consideration of the mutual representations, warranties, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer agree as follows:

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY.

Buyer acknowledges, understands, and agrees:

  1. BINDING AGREEMENT:  Buyer understands and agrees that Buyer is subject to and bound by this Agreement by virtue of Buyer’s purchase of VIN Tokens.
  2. VIN TOKENS HAVE NO RIGHTS, USES, OR ATTRIBUTES outside of the VINchain Platform (the “Project”).
  3. PURCHASE OF VIN TOKENS ARE NON-REFUNDABLE AND CANNOT BE CANCELLED. 
  4. BUYER MAY LOSE ALL AMOUNTS PAID.
  5. VIN TOKENS MAY HAVE NO VALUE.
  6. COMPANY RESERVES THE RIGHT TO REFUSE OR CANCEL VIN TOKEN PURCHASE REQUESTS AT ANY TIME IN ITS SOLE DISCRETION.
  7. PEOPLE WHO PURCHASE EARLIER THAN YOU MAY RECEIVE MORE TOKENS FOR THE AMOUNT PAID.
  8. PLEASE READ THE RISKS SET FORTH IN SECTION 13 CAREFULLY AND IN THEIR ENTIRETY.
  9. THIS AGREEMENT INCLUDES PRE-DISPUTE RESOLUTION IN SECTION 15.1 AND REQUIRES ARBITRATION ACCORDING TO SECTION 15.2.

 

1. BINDING AGREEMENT

1.1 Effective Time. This Agreement shall be effective and binding on the Parties when (a) Buyer clicks the check box on the official https://VINchain.io/ website (the “Website”) to indicate that Buyer has read, understands, and agrees to the terms of this Agreement; or (b) upon Company’s receipt of payment from Buyer.  Buyer agrees to be bound on this basis, and confirms that Buyer has read in full and understands this Agreement and the terms, on which Buyer is bound.

1.2 Website Terms of Use.  Company has established Terms of Use, as may be amended from time to time, for the website located at https://VINchain.io/terms , which are hereby incorporated by reference.  Buyer has read, understands and agrees to those terms.

1.3 White Paper.  Company has prepared the White Paper and other materials concerning the Project and the sale of VIN Tokens and they are available at https://VINchain.io/files/VINchainWhitePaper.pdf. The White Paper may be amended from time to time and is, hereby, incorporated by reference.  Buyer has read and understands the White Paper and its contents.

 

2. VIN TOKEN

2.1. Purpose and Use of VIN Tokens on the VINchain platform. VINCHAIN TOKEN IS NEITHER AN ASSET, NOR A SECURITY. It is a utility token that shall be used in the Company’s decentralized VINchain Platform to access the used vehicle database, to be able to retrieve or provide information about particular vehicle, and to pay transaction or other fees associated with the use of the VINchain platform. The VIN token serves as a method of validating the user’s interactions with VIN Platform. For more details about the use of the VIN Tokens, please refer to the Company’s whitepaper at https://VINchain.io/files/VINchainWhitePaper.pdf )

2.2. Limited Use of VIN Tokens. VIN Tokens do not have any rights, uses, purpose, attributes, functionalities, or features, expressed or implied, outside of the VINchain platform. Purchase, ownership, receipt, or possession of VIN Tokens carries no rights, express or implied, other than the right to use such tokens as a means to participate, interact, or transact on the Company’s platform and ecosystem.  In particular, Buyer understands and accepts that VIN Tokens do not represent or confer any ownership right or stake, share, security, or equivalent rights. They also do not confer any right to receive future revenue shares, dividends, other payments, intellectual property rights, or any other form of participation in or relating to the Company and its corporate affiliates, other than any rights relating to the provision and receipt of services from Company, subject to limitations and conditions in this Agreement. The holders of VINchain token are only entitled to use VINchain products as described in this document and only if it is successfully developed, or to sale the tokens when they become of no utility to them. Although VIN Tokens may be tradable, they are not intended to be a digital currency, security, commodity, a swap on a currency, security, or commodity, or any kind of financial instrument. The VINchain token itself will be based on Ethereum, a blockchain-based computing platform that allows smart contracts – distributed computer programs which can facilitate online contractual agreements in a cryptographically secure manner.

 

3. BUYERS

3.1. Token Receipt Address. In order to be eligible to participate in the Company’s token sale, Buyer must have an Ethereum wallet that supports the ERC-20 standard in order to receive any Tokens purchased from Company (the “Token Receipt Address”). Company reserves the right to prescribe additional guidance regarding specific wallet requirements.

3.2. Minimum Age. In order to be eligible to participate in the Company’s token sale, Buyers must be eighteen (18) years of age.

3.3. Personal Information. In order to be eligible to participate in the Company’s token sale, Buyers must also enter all required personal information in the purchase flow and thereafter, including name, date of birth, address, etc and provide any requested identity verification documents requested by the Company in order to satisfy their “know your customer” requirements within twelve (12) months of the Buyer’s contribution.

3.4. Acknowledgment and Assumption of Risks. Buyer acknowledges and agrees that there are risks associated with purchasing VIN Tokens, owning VIN Tokens, and using VIN Tokens for the provision or receipt of services on Company. BY PURCHASING VIN TOKENS, BUYER EXPRESSLY ACKNOWLEDGES AND ASSUMES THESE RISKS.

3.5. Buyer’s Security.  Buyer will implement reasonable and appropriate measures designed to secure access to:  (i) any device associated with Buyer and utilized in connection with Buyer’s purchase of VIN Tokens; (ii) private keys to Buyer’s wallet or account; and (iii) any other username, passwords, or other login or identifying credentials.  In the event that Buyer is no longer in possession of Buyer’s private keys or any device associated with Buyer’s account or is not able to provide Buyer’s login or identifying credentials, Buyer may lose all of Buyer’s VIN Tokens and/or access to Buyer’s account.  Company is under no obligation to recover any VIN Tokens and Buyer acknowledges, understands, and agrees that all purchases of VIN Tokens are non-refundable and Buyer will not receive money or other compensation for any VIN Tokens purchased.

3.6. Personal Information. Upon Company’s request, Buyer will immediately provide to Company information and documents that Company, in its sole discretion, deems necessary or appropriate to comply with any laws, regulations, rules, or agreements, including, without limitation, judicial process.  Such documents include, but are not limited to, passport, driver’s license, utility bills, photographs of associated individuals, government identification cards, or sworn statements.  Buyer consents to Company disclosing such information and documents in order to comply with applicable laws, regulations, rules, or agreements.  Buyer acknowledges that Company may refuse to distribute VIN Tokens to Buyer until such requested information is provided.

3.7. Taxes. Buyer acknowledges, understands, and agrees that:  (a) the purchase and receipt of VIN Tokens may have tax consequences for Buyer; (b) Buyer is solely responsible for Buyer’s compliance with Buyer’s tax obligations; and (c) Company bears no liability or responsibility with respect to any tax consequences to Buyer.

 

4. ACQUISITION OF TOKENS

4.1. Acquisition. On the terms set forth herein, you will agree to purchase and we will agree to sell VIN tokens. There is no minimum or maximum amount of purchase. Company reserves the right to refuse or cancel tokens purchase requests at any given time in its sole discretion.

4.2. Accepted Forms of Payment. Company accepts the following cryptocurrencies for purchase of the VIN Tokens: ETH, BTC, LTC and DASH.

4.3. Purchase Amount. For purposes of VIN tokens, the value of the purchase amount shall be deemed in ETH whether the Purchaser pays in fiat money or cryptocurrencies valued at the Applicable Exchange Rate for ETH. The term “Applicable Exchange Rate” shall mean the volume-weighted average daily price of ETH on exchanges in the 24-hour period (Eastern Time) following the day and time that the Company notifies the Buyer, in writing, that the Company has accepted Buyer’s offer to purchase the VI Token under this Agreement.

4.4. VIN Tokens will be created and provided to you after completion of the Sale Period in relation to the amount of collected financial resources. The general amount of VIN Tokens created through the smart contract system will depend on the aforementioned factor. All of the VIN Tokens are of equal value and functionality.

4.5. The price of VIN Tokens is nominated in Ethereum at the rate of 1 ETHEREUM = 20000 VIN tokens + bonus. Upon the end of the Sale Period, the amount of ETH that supports such smart contract will be converted into VINokens through MetaMask and it will be possible to check the general amount of VIN Tokens that you own.

4.6. More details regarding the purchase procedure, the timing, the pricing, and the anticipated use of the VIN Tokens sale are defined in the Whitepaper.

 5. VIN TOKEN DISTRIBUTION

5.1. Allocation and Distribution of VIN Tokens.  Company intends to allocate and distribute VIN Tokens (the “Token Distribution”) in accordance with the White Paper, including, without limitation, that the distribution will take place over several days with earlier buyers receiving more VIN Tokens for the same amount paid.  Company will provide specific procedures on how Buyer may seek purchase VIN Tokens through the Website.  By purchasing VIN Tokens, Buyer acknowledges, understands, and has no objection to such procedures and specifications.  Failure to use the Website and follow such procedures may result in Buyer not receiving any VIN Tokens.  Any buyer of VIN Tokens may lose some or all of the amounts paid for VIN Tokens.  The access or use of the VINchain Platform and/or the receipt or purchase of VIN Tokens through any other means are not sanctioned or agreed to in any way by Company.  Buyer should take great care and purchase VIN Tokens using only Company’s official website at https://VINchain.io/ .

5.2. Allocation and Sale of VIN Tokens to Company Parties.  Buyer understands and consents to the participation of Company’s past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, and service providers in the purchase of VIN Tokens, including people who may work on the development and implementation of the Project or who may work for Company’s future businesses that Company may establish with a portion of the proceeds from the sale of VIN Tokens.

5.3. No Representations and Warranties. Company makes no representations or warranties, express or implied, including, without limitation, any warranties of title or implied warranties of merchantability or fitness for a particular purpose with respect to the VINchain Platform or the VIN Tokens or their utility, or the ability of anyone to purchase or use the VIN Tokens. Without limiting the foregoing, none of the Company Parties represent or warrant that the process of purchasing and/or receiving of the VIN Tokens will be uninterrupted or error-free or that the VIN Tokens are reliable and error-free.  As a result, Buyer acknowledges and understands that Buyer may never receive VIN Tokens and may lose the entire amount Buyer paid to Company. 

5.4. Not an Offering of Securities, Commodities, or Swaps. The sale of VIN Tokens is not an investment and the VIN Tokens themselves are not securities, commodities, swaps on either securities or commodities, or a financial instrument of any kind.  Purchases and sales of VIN Tokens are not subject to the protections of any laws governing those types of financial instruments.  This Agreement and all other documents referred to in this Agreement, including the White Paper, do not constitute a prospectus or offering document, and are not an offer to sell, nor the solicitation of an offer to buy an investment, a security, commodity, or a swap on either a security or commodity.

5.5. Not an Investment.  Buyer should not purchase VIN Tokens or participate in the VIN Token distribution for investment purposes.  VIN Tokens are not designed for investment purposes and should not be considered as a type of investment.  Buyer acknowledges, understands, and agrees that Buyer should not expect (and there is no such guarantee or representation or warranty by Company) that:  (a) the Project will ever be adopted; (b) the Project will be adopted as developed by Company and not in a different or modified form; (c) a blockchain utilizing or adopting the Project will ever be launched; and (d) a blockchain will ever be launched with or without changes to the Project.

5.6. Not for Speculation.  Buyer acknowledges and agrees that Buyer is not purchasing VIN Tokens for purposes of investment, speculation, as some type of arbitrage strategy, for immediate resale, or other financial purposes.

5.7.  Sources and Uses of Funds.

(a)  Use of Funds.  Buyer shall not use VIN Tokens to finance, engage in, or otherwise support any unlawful activities.

(b)  Payments.  All payments by Buyer under this Agreement shall be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.

(c)  Anti-Money Laundering; Counter-Terrorism Financing.  To the extent required by applicable law, Buyer shall comply with all anti-money laundering and counter-terrorism financing requirements.

5.8.  Transfers

(a)  Transfer Fees.  Buyer agrees that any transfer of VIN Tokens may be subject to transfer fees imposed by Company from time to time through Etherium Wire  Protocol.

(b) Transfer Restrictions.  Buyer agrees that Company may place limitations on the transferability of VIN Tokens through the Etherium Wire Protocol.

5.9. Cancellation; Refusal of Purchase Requests. All VIN Token purchases from the Company are final, and there are no refunds or cancellations except as may be required by applicable law or regulation. Company reserves the right to refuse or cancel token purchase requests at any time in its sole discretion.

5.10. Token Allocation. Important information about the Company’s creation and intended use of the VIN Tokens is provided in the Company’s White Paper at https://VINchain.io/files/VINchainWhitePaper.pdf. By purchasing VIN Tokens, Buyer acknowledges that Buyer has read and understands the White Paper.

 

6. NO OTHER RIGHTS CREATED

6.1. No Claim, Loan or Ownership Interest.  The purchase of VIN Tokens: (a) does not provide Buyer with rights of any form with respect to the Company or its revenues or assets, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of intellectual property), or other financial or legal rights; (b) is not a loan to Company; and (c) does not provide Buyer with any ownership or other interest in Company.

 

7. REFUND POLICY AND TOKENS BUYBACK

7.1. The purpose of the ICO is to raise funds in the amount equivalent to 23,250 ETH. The amount is considered collected if it reaches at least 15% of the general aim. In case the amount of funds collected during the Sale Period does not reach the minimum target of 3,300 ETH, all submitted funds shall be refunded to all participants in full (100%). The participants will be responsible for all transaction costs if any arise. All refunds shall be done in U.S. Dollars (or in ETH?) within 1 (one) month after the end of the Sale Period.

 

8. INTELLECTUAL PROPERTY

8.1. Company retains all rights, titles and interests in all of Company’s intellectual property including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable, or protectable in trademark and any trademarks, copyrights, or patents based thereon. Buyer may not use any of our Company’s intellectual property for any reason except with our express prior written consent.

8.2. In particular, Company retains all intellectual property rights over the source code forming VIN Tokens. This terms shall not be understood and interpreted in a way that they would mean assignment of intellectual property rights unless it is explicitly defined so in this Agreement.

8.3. Buyers are being granted a non-exclusive and non-transferable revocable license to access and use the VINchain Platform. Limitation to the transferability of license shall not be understood in that the users are not allowed to transfer VIN Tokens to third parties.

8.4. Buyer shall use the VINchain Platform and the VIN Tokens strictly in accordance with the provisions of this Agreement and the respective White Paper. As a condition of Buyer’s use of the VINchain Platform and the VIN Tokens, Buyer warrants to the Company that Buyer will not use the VINchain Platform and the VIN Tokens for any purpose that is unlawful or prohibited by the provisions of this Agreement. Buyer will not use the VIN Tokens in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the VINchain  Platform. Buyer will not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided through the VINchain Platform and the VIN or other services provided.

8.5. All content included on the website including the VIN Tokens, the VINchain Platform and associated products and services are such as text, graphics, logos, images, source code, as well as the compilation. Therefore, any software used on the website is the property of the Company and protected by copyright, trademark, and other laws that protect intellectual property and proprietary rights. Buyer will agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any of the content and will not make any changes.

 

9. REPRESENTATIONS AND WARRANTIES OF BUYER

By purchasing VIN Tokens, Buyer represents and warrants to Company that:

9.1. Authority.  Buyer has all requisite power and authority to execute and deliver this Agreement, to use the VINchain Platform and purchase VIN Tokens, and to carry out and perform its obligations under this Agreement.

(a) If an individual, Buyer is at least 18 years old and of sufficient legal age and capacity to purchase VIN Tokens.

(b) If a legal person, Buyer is duly organized, validly existing, and in good standing under the laws of its domiciliary jurisdiction and each jurisdiction where it conducts business.

9.2. No Conflict.  The execution, delivery, and performance of this Agreement will not result in any violation of, be in conflict with, or constitute a material default under, with or without the passage of time or the giving of notice:  (a) any provision of Buyer’s organizational documents, if applicable; (b) any provision of any judgment, decree or order to which Buyer is a party, by which it is bound, or to which any of its material assets are subject; (c) any material agreement, obligation, duty, or commitment, to which Buyer is a party or by which it is bound; or (d) any laws, regulations, or rules applicable to Buyer.

9.3. No Consents or Approvals.  The execution and delivery of and performance under this Agreement require no approval or other action from any governmental authority or person other than Buyer.

9.4. Buyer Status.  Buyer is not subject to any of the disqualifying events listed in Rule 506(d)(1) of Regulation D under the Securities Act of 1933 (a “Buyer Event”), and there is no proceeding or investigation pending or, to the knowledge of Buyer, threatened by any governmental authority, that would reasonably be expected to become the basis for a Buyer Event.

9.5. Buyer Knowledge and Risks of Project.  Buyer has sufficient knowledge and experience in business and financial matters, including a sufficient understanding of blockchain or cryptographic tokens and other digital assets, smart contracts, storage mechanisms (such as digital or token wallets), blockchain-based software systems, and blockchain technology to be able to evaluate the risks and merits of Buyer’s purchase of VIN Tokens, including, but not limited, to the matters set forth in this Agreement, and is able to bear the risks thereof, including loss of all amounts paid, loss of VIN Tokens, and liability to the Company Parties and others for its acts and omissions, including, with limitation, those constituting breach of this Agreement, negligence, fraud, or other willful misconduct.  Buyer has obtained sufficient information in order to make an informed decision to purchase VIN Tokens.

9.6. Funds; Payments.

(a) Funds.  The funds, including any fiat, virtual currency, or cryptocurrency, Buyer uses to purchase VIN Tokens are not derived from or related to any unlawful activities, including but not limited to money laundering or terrorist financing, and Buyer will not use the VIN Tokens to finance, engage in, or otherwise support any unlawful activities.

(b) Payments.  All payments by Buyer under this Agreement will be made only in Buyer’s name, from a digital wallet or bank account not located in a country or territory that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force, and is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31 U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the Financial Crimes Enforcement Network, as such regulations may be amended from time to time.

9.7. Miscellaneous Regulatory Compliance.

(a) Anti-Money Laundering; Counter-Terrorism Financing.  To the extent required by applicable law, Buyer complies with all anti-money laundering and counter-terrorism financing requirements.

(b) Sanctions Compliance.  Neither Buyer nor any person having a direct or indirect beneficial interest in Buyer or VIN Tokens being acquired by Buyer, or any person for whom Buyer is acting as agent or nominee in connection with VIN Tokens, is the subject of sanctions administered or enforced by any country or government (collectively, “Sanctions”) or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.

 

10. RIGHT TO TERMINATE ACCESS TO SERVICES

10.1. Company reserves the right in its sole discretion to terminate your Buyer’s access to the VINchain Website, the VINchain Platform, and its related services or any portion thereof at any time without notice. In particular, due to legal grounds originating in the Anti-Money Laundering Policy and any other applicable regulations and procedures.

 

11. NOTICES

11.1. Company may provide any notice to Buyer under this Agreement by: (i) posting a notice on the Company website at https://VINchain.io/ ; (ii) sending an email to the email address provided by Buyer and associated with Buyer’s account. Notices provided by posting on the website will be effective upon posting and notices provided by email will be effective when Company sends the email. It is Buyer’s responsibility to keep Buyer’s email address current. Buyer will be deemed to have received any email sent to the email address then associated with Buyer’s account when Company sends the email whether or not Buyer actually receive or read the email.

11.2. To provide Company with a notice under this Agreement, Buyer must contact us Company by email to info@VINchain.io. Company may update this email address for notices to us Company by posting a notice on the website. Notices to Company will be effective on one business day after they are sent.

9.3. All communications and notices to be made or given pursuant to this Agreement must be in the English language.

 

12. DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS OTHERWISE SPECIFIED IN A WRITING BY US, (A) TOKENS ARE SOLD ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES AS TO TOKENS, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (B) WE DO NOT REPRESENT OR WARRANT THAT TOKENS ARE RELIABLE, CURRENT OR ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN TOKENS, IF SUCH ARE FOUND, WILL BE CORRECTED; AND (C) WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT TOKENS OR THE DELIVERY MECHANISM FOR TOKENS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 

13. RISKS

VIN TOKENS MAY HAVE NO VALUE.  BUYER MAY LOSE ALL AMOUNTS PAID.  Buyer has carefully reviewed, acknowledges, understands, and assumes the following risks, as well as all other risks associated with the VIN Tokens (including those not discussed herein), all of which could render the VIN Tokens worthless or of little value:

13.1. No Rights, Functionality, or Features.  VIN Tokens have no rights, uses, purpose, attributes, functionalities or features, expressed or implied, outside the Project.

13.2. Purchase Price Risk.  The distribution of VIN Tokens will occur at the end of the Distribution Period. There are no guarantees as to the price of VIN Tokens purchased by Buyer and no guarantees that the price per VIN Token determined by the market will be equal to or higher than the purchase price paid by Buyer.  There is the possibility that the price per VIN Token will fall below the price paid by initial buyers of VIN Tokens during the Distribution Period.  Company reserves the right to change the duration of the Distribution Period for any reason, including, without limitation, bugs in the distribution contract or the unavailability of the Website or other unforeseen procedural or security issues.

13.3. Blockchain Delay Risk.  On the Ethereum blockchain, timing of block production is determined by proof of work so block production can occur at random times.  For example, ETH contributed to the VIN distribution contract in the final seconds of a distribution period may not get included for that period.  Buyer acknowledges and understands that the Ethereum blockchain may not include the Buyer’s transaction at the time Buyer expects and Buyer may not receive VIN Tokens the same day Buyer sends ETH.

13.4. Ethereum Blockchain.  The Ethereum blockchain is prone to periodic congestion during which transactions can be delayed or lost.  Individuals may also intentionally spam the Ethereum network in an attempt to gain an advantage in purchasing cryptographic tokens.  Buyer acknowledges and understands that Ethereum block producers may not include Buyer’s transaction when Buyer wants or Buyer’s transaction may not be included at all

13.5. Ability to Transact or Resell.  Buyer may be unable to sell or otherwise transact in VIN Tokens at any time, or for the price Buyer paid.  By using the VIN Distribution Contract or by purchasing VIN Tokens, Buyer acknowledges, understands and agrees that:  (a) VIN Tokens may have no value; (b) there is no guarantee or representation of liquidity for the VIN Tokens; and (c) Company is not and shall not be responsible for or liable for the market value of VIN Tokens, the transferability and/or liquidity of VIN Tokens and/or the availability of any market for VIN Tokens through third parties or otherwise.

13.6. Token Security.  VIN Tokens may be subject to expropriation and or/theft.  Hackers or other malicious groups or organizations may attempt to interfere with the VIN Distribution Contract or the VIN Tokens in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing.  Furthermore, because the Ethereum platform rests on open source software and VIN Tokens are based on open source software, there is the risk that Ethereum smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the VIN Tokens or result in the loss of Buyer’s VIN Tokens, the loss of Buyer’s ability to access or control Buyer’s VIN Tokens, or the loss of ETH in Buyer’s account.  In the event of such a software bug or weakness, there may be no remedy and holders of VIN Tokens are not guaranteed any remedy, refund, or compensation.

13.7. Access to Private Keys.  VIN Tokens purchased by Buyer may be held by Buyer in Buyer’s digital wallet or vault, which requires a private key, or a combination of private keys, for access.  Accordingly, loss of requisite private key(s) associated with Buyer’s digital wallet or vault storing VIN Tokens will result in loss of such VIN Tokens, access to Buyer’s VIN Token balance and/or any initial balances in blockchains created by third parties.  Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service Buyer uses, may be able to misappropriate Buyer’s VIN Tokens.  Company is not responsible for any such losses.

13.8. New Technology.  The Project and all of the matters set forth in the White Paper are new and untested.  The Project might not be capable of completion, implementation, or adoption.  It is possible that no blockchain utilizing the Project will ever be launched and there may never be an operational platform.  Even if the Project is completed, implemented, and adopted, it might not function as intended, and any tokens associated with a blockchain adopting the Project may not have functionality that is desirable or valuable.  Also, technology is changing rapidly, so the VIN Tokens and the Project may become outdated.

13.9. Reliance on Third-Parties.  Even if completed, the Project will rely, in whole or partly, on third parties to adopt and implement it and to continue to develop, supply, and otherwise support it.  There is no assurance or guarantee that those third parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, all of which might have a material adverse effect on the Project.

13.10. Failure to Map a Public Key to Buyer’s Account.  Failure of Buyer to map a public key to Buyer’s account may result in third parties being unable to recognize Buyer’s VIN Token balance on the Ethereum blockchain.

13.11. Exchange & Counterparty Risks.  If Buyer sends ETH to the VIN Distribution Contract from an exchange or an account that Buyer does not control, pursuant to the VIN Distribution Contract, VIN Tokens will be allocated to the account that has sent ETH; therefore, Buyer may never receive or be able to recover Buyer’s VIN Tokens.  Furthermore, if Buyer chooses to maintain or hold VIN Tokens through a cryptocurrency exchange or other third party, Buyer’s VIN Tokens may be stolen or lost.  In addition, third parties may not recognize Buyer’s claim to any derivative tokens if and when launched by third parties according to the distribution rules set in the Project.  By using the VIN Distribution Contract and/or by purchasing VIN Tokens, Buyer acknowledges and agrees that Buyer sends ETH to the VIN Distribution Contract through an exchange account and/or holds VIN Tokens on a cryptocurrency exchange or with another third party at Buyer’s own and sole risk.

13.12. Changes to the Project.  The Project is still under development and may undergo significant changes over time.  Although Company intends for the Project to have the features and specifications set forth in the White Paper, Company may make changes to such features and specifications for various reasons, any of which may mean that the VINchain Platforms does not meet Buyer’s expectations.

13.13. Project Completion.  The development of the Project may be abandoned for a number of reasons, including, but not limited to, lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.

13.14. Lack of Interest.  Even if the Project is finished, launched, and adopted, the ongoing success of the Project relies on the interest and participation of third parties.  There can be no assurance or guarantee that there will be sufficient interest or participation in the Project.

13.15. Uncertain Regulatory Framework.  The regulatory status of cryptographic tokens, digital assets, and blockchain technology is unclear, unsettled, and rapidly changing in many jurisdictions.  It is difficult to predict when, how, or whether at all governmental authorities will regulate such technologies.  It is, likewise, difficult to predict when, how, or whether at all any governmental authority may make changes to existing laws, regulations, and/or rules that will affect cryptographic tokens, digital assets, blockchain technology, and its applications.  Such changes could negatively impact VIN Tokens in various ways, including, for example, through a determination that VIN Tokens are regulated financial instruments that require registration.  Company may cease the distribution of VIN Tokens, the development of the Project, or cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so.

13.16. Risk of Government Action.  The industry in which Company operates is new and may be subject to heightened oversight and scrutiny, including investigations or enforcement actions.  There is always a possibility that governmental authorities will examine the operations of Company and/or pursue enforcement actions against Company.  Such governmental activities may or may not be the result of targeting Company in particular.  Although Company is undertaking maximum efforts to comply with all existing regulations, due to multiple uncertainties and frequent changes in the rapidly evolving market of cryptographic tokens, digital assets, and blockchain technology, Company still may become subject to judgments, settlements, fines, or penalties, or may have to restructure its operations and activities or to cease offering certain products or services, all of which could harm Company’s reputation or lead to higher operational costs, which may in turn have a material adverse effect on the VIN Tokens and/or the development of the Project.

13.17. Other Unanticipated Risks. In addition to the risks set forth here, there are other risks that the VINchain team cannot anticipate. Risks may further materialize as unanticipated combinations or variations of the risks set forth here.

 

14. LIMITATION OF LIABILITY; INDEMNIFICATION

14.1. Limitation of Liability.  To the fullest extent permitted by applicable law, Buyer disclaims any right or cause of action against Company of any kind in any jurisdiction that would give rise to any Damages whatsoever, on the part of Company.  Company shall not be liable to Buyer for any type of damages, whether direct, indirect, incidental, special, punitive, consequential, or exemplary, including damages for lost profits, goodwill, and use or data, even if and notwithstanding the extent to which Company has been advised of the possibility of such damages.  Buyer agrees not to seek any refund, compensation, or reimbursement from the Company Party, regardless of the reason, and regardless of whether the reason is identified in this Agreement.

14.2. Damages.  In no circumstances will the aggregate joint liability of the Company Parties, whether under contract, warrant, tort, or other legal theory, for damages to Buyer under this Agreement exceed the amount received by Company from Buyer.

14.3. Force Majeure.  Buyer understands and agrees that Company shall not be liable and disclaims all liability to Buyer in connection with any force majeure event, including acts of God, labor disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms, or other nature-related events, blockages, embargoes, riots, government acts or orders, acts of terrorism or war, technological change, changes in interest rates or other monetary conditions, and, for the avoidance of doubt, changes to any blockchain-related protocol.

14.4. Release.  To the fullest extent permitted by applicable law, Buyer releases Company from responsibility, liability, claims, demands, and/or damages of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between Buyer and the acts or omissions of third parties.

14.5. Indemnification.

(a) To the fullest extent permitted by applicable law, Buyer will indemnify, defend, and hold harmless and reimburse Company from and against any and all actions, proceedings, claims, damages, demands, and actions, including without limitation fees and expenses of legal counsel, incurred by Company arising from or relating to:  (i) Buyer’s purchase or use of VIN Tokens; (ii) Buyer’s responsibilities or obligations under this Agreement; (iii) Buyer’s breach of or violation of this Agreement; (iv) any inaccuracy in any representation or warranty of Buyer; (v) Buyer’s violation of any rights of any other person or entity; and/or (vi) any act or omission of Buyer that is negligent, unlawful, or constitutes willful misconduct.

(b) Company reserves the right to exercise sole control over the defense, at Buyer’s expense, of any claim subject to indemnification under this Section 14.5.  This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between Buyer and Company.

 

15. DISPUTE RESOLUTION

15.1. Binding Arbitration. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, "Disputes") in which either Party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and the Company (i) waive your and the Company’s respective rights to have any and all Disputes arising from or related to this Agreement resolved in a court, and (ii) waive your and the Company’s respective rights to a jury trial. Instead, you and the Company will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).

15.2. No Class Arbitrations, Class Actions or Representative Actions. Any Dispute arising out of or related to this Agreement is personal to you and the Company and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

15.3. Notice; Informal Dispute Resolution. Each Party will notify the other Party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the Parties can attempt in good faith to resolve the Dispute informally. Notice to the Company shall be sent by email to the Company at info@vinchain.io. Notice to Buyer shall be by email to the email address Buyer provides to Company. Buyer’s notice must include (i) Buyer’s name, postal address, email address and telephone number, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that Buyer is seeking. If Buyer and the Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable Party, then either Buyer or the Company may, as appropriate and in accordance with this Section 15, commence an arbitration proceeding or, to the extent specifically provided for in Section 15.1, file a claim in court.

15.4. Process. Any Dispute arising out of or in connection with this Agreement, including any question regarding their existence or validity, where the Parties fail to resolve it informally in accordance with 15.3, shall be referred to and finally resolved in the Arbitration Court of the Chamber of Commerce and Industry of Estonia in Tallinn in accordance with the Rules of the Arbitration Court.

15.5. Authority of Arbitrator. As limited by this Agreement and SIAC Rules, the arbitrator will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

 

16. GOVERNING LAW AND VENUE

This Agreement and any Dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with Singapore Law. Any Dispute between the Parties arising out or relating to this Agreement that is not subject to arbitration under Section 15 hereof will be resolved in Singapore courts, and the Parties irrevocably agree that Singapore courts shall have exclusive jurisdiction to settle any such Dispute or claim.

 

17. MISCELLANEOUS

17.1. Assignment.  Buyer shall not assign this Agreement without the prior written consent of Company.  Any assignment or transfer in violation of this 15.2 will be void.  Company may assign this Agreement to an affiliate.  Subject to the foregoing, this Agreement, and the rights and obligations of the Parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

17.2. Entire Agreement.  This Agreement, including the exhibits attached hereto and the materials incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof, including, without limitation, any public or other statements or presentations made by Company about the VIN Tokens or the Project.

17.3. Severability.  If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

17.4. Modification of Agreement.  Company may modify this Agreement at any time by posting a revised version on the Website, available at https://dapps.ibuildapp.com/.  The modified terms will become effective upon posting.  It is Buyer’s responsibility to check the Website regularly for modifications to this Agreement.  This Agreement was last modified on the date listed at the beginning of this Agreement.

17.5. Termination of Agreement; Survival.  This Agreement will terminate upon the completion of all sales in the VIN Token Distribution.  Company reserves the right to terminate this Agreement, in its  sole discretion, in the event that Buyer breaches this Agreement.  Upon termination of this Agreement:  (a) all of Buyer’s rights under this Agreement immediately terminate; (b) Buyer is not entitled to a refund of any amount paid; and (c) Sections 3 through 11 will continue to apply in accordance with their terms.

17.6. No Waivers.  The failure by Company to exercise or enforce any right or provision of this Agreement will not constitute a present or future waiver of such right or provision nor limit Company’s right to enforce such right or provision at a later time.  All waivers by Company must be unequivocal and in writing to be effective.

17.7. No Partnership; No Agency; No Third Party Beneficiaries.  Nothing in this Agreement and no action taken by the Parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the Parties.  Nothing in this Agreement and no action taken by the Parties pursuant to this Agreement shall constitute, or be deemed to constitute, either Party the agent of the other Party for any purpose.  No Party has, pursuant to this Agreement, any authority or power to bind or to contract in the name of the other Party.  This Agreement does not create any third party beneficiary rights in any person.

17.8. Electronic Communications.  Buyer agrees and acknowledges that all agreements, notices, disclosures, and other communications that Company provides Buyer pursuant to this Agreement or in connection with or related to Buyer’s purchase of VIN Tokens, including this Agreement, may be provided by Company, in its sole discretion, to Buyer, in electronic form.

 

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